How to found a company in the United States (Delaware)
You’d incorporate a C Corporation (C-Corp).
The numbers
- Government filing fee
- US$109Minimum Certificate of Incorporation fee. Rises with authorised shares and page count. Registered agent is a separate annual cost.
- Typical turnaround
- 1 day
- Corporation tax
- 21%21% federal. State corporate tax applies wherever the company actually operates.
- Sales tax threshold
- —No federal sales tax. Economic nexus thresholds are set state by state.
- Minimum directors
- 1No residency or citizenship requirement for directors or shareholders.
- Minimum shareholders
- 1
What you’ll need
- A Delaware registered agent with a physical in-state address
- Certificate of incorporation stating authorised shares and par value
- An EIN from the IRS
- 83(b) elections filed within 30 days where founder stock is subject to vesting
Watch out
- ⚠️Franchise tax and the annual report are due by 1 March each year. Late filing carries a $200 penalty plus 1.5% interest per month.
- ⚠️The minimum franchise tax is $175 under the Authorised Shares Method but $400 under the Assumed Par Value Capital Method — the default calculation often produces a far larger figure than the alternative.
- ⚠️The annual report filing fee is $50 for non-exempt domestic corporations.
- ⚠️Incorporating in Delaware does not remove the obligation to foreign-qualify in states where the company actually operates.
- ⚠️The 83(b) election window is 30 days from grant and cannot be extended.
- ⚠️Without an SSN or ITIN, obtaining an EIN takes weeks rather than minutes.
The steps
- 1
Choose the state and check name availability
YouSame dayDelaware is the common choice for companies raising from US institutional investors.
- 2
Appoint a registered agent
FoundingSame dayA statutory requirement — an in-state address able to accept service of process.
- 3
File the certificate of incorporation
Founding1 dayFiled with the Delaware Division of Corporations, stating authorised shares and par value.
- 4
Apply for an EIN
Founding~2 weeksImmediate online with an SSN or ITIN; otherwise by fax or phone, which takes several weeks.
- 5
Issue founder stock and file 83(b) elections
You~1 weekBoard consents and stock purchase agreements, then the 83(b) election within 30 days of grant.
- 6
Foreign-qualify where you operate
You~1 weekRegistration in each state where the company has employees, premises or sufficient nexus.
What you’ll need around it
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Checked 31 Jul 2026 against an official source. Rules and fees change — confirm anything you are about to act on. Founding is not a law firm and this is not legal or tax advice.