Establishing a business in Delaware does not require residency in the state or even in the United States. Delaware is known for offering numerous benefits and advantages to foreign entrepreneurs looking to start a company. This guide outlines the process for non-residents to register a company in Delaware, including key steps and considerations.
Delaware Business Registration: Key Steps for Non-Residents
The Delaware Division of Corporations, the state authority for business formation, has designed a registration process that is particularly attractive to foreign investors and non-citizen entrepreneurs. Below is a step-by-step overview of how to form a Delaware C Corporation or Limited Liability Company (LLC) as a non-resident.
1. Select Your Business Structure
Before initiating the registration process, you must decide on the type of business entity that best suits your objectives. The two most common types for both domestic and foreign founders are the LLC and the C Corporation.
A C Corporation can issue both common and preferred stocks, making it an attractive option for businesses seeking external investment or financing. Conversely, an LLC may be more appealing to small business owners due to its pass-through taxation benefits, meaning the business itself does not pay corporate taxes. Delaware provides favorable conditions for both structures, enabling you to manage your company from anywhere in the world.
2. File the Required Formation Documents
To establish your business, you must submit the appropriate formation documents to the state. This includes a Certificate of Incorporation for C Corporations (with a minimum fee of USD 89) or a Certificate of Formation for an LLC (with a minimum fee of USD 90).
3. Obtain an Employer Identification Number (EIN)
An Employer Identification Number (EIN) from the IRS is essential for tax filing, hiring employees, and opening a U.S. business bank account. The application process is straightforward, even for non-residents. You do not need a Social Security Number (SSN) or an Individual Taxpayer Identification Number (ITIN) to apply; only a passport and a fee of USD 95 are required. For a simplified process, consider using Export Manager‘s all-in-one business formation service.
4. Appoint a Registered Agent and Complete Documentation
Delaware law requires every business, whether formed by a U.S. national or a non-resident, to have a registered agent. This individual or service is authorized by the state to handle your company’s legal paperwork. Export Manager offers comprehensive services that include providing a registered agent for a full year, ensuring your business complies with all legal requirements.
5. Obtain a U.S. Virtual Address
Although residency in Delaware is not required, a U.S. physical address is necessary for receiving IRS correspondence and official state mail. Export Manager offers a Virtual Address service that allows you to receive all necessary documentation regardless of your location.
6. Open a U.S. Business Bank Account
Export Manager also provides a solution for opening a U.S. business bank account without needing to visit the country. By submitting your formation documents, EIN, passport, and a utility bill (even from abroad), you can access a U.S. bank account and a Visa debit card, enabling you to benefit from the U.S. financial ecosystem while operating remotely.
Advantages of Forming a Delaware LLC or C Corporation as a Non-Resident
1. Transact in U.S. Dollars Internationally
Registering your company in Delaware allows you to conduct business in U.S. dollars, giving you access to a broader range of suppliers and markets. The legal framework in Delaware is designed to support international entrepreneurs, enabling profit generation in dollars without requiring a physical presence in the U.S.
2. Customized LLC Structures
Delaware is recognized for its flexible business environment. Unlike most other states, the structure and functioning of an LLC are determined by its members through an LLC Operating Agreement. This offers significant flexibility to non-resident entrepreneurs to customize their business structure according to their specific needs.
3. Favorable Taxation Policies
LLCs are often favored by new entrepreneurs because they avoid double taxation—tax is paid only at the individual level. Moreover, Delaware’s tax policies stipulate that non-U.S. residents only pay taxes on income sourced within the U.S., with international revenue being exempt from state taxes.
Learn More About Delaware Company Registration for Non-Residents
Delaware attracts numerous business founders, legal experts, and registered agents due to its flexible regulations and company formation benefits. If you are interested in starting a Delaware C Corporation or LLC as a non-resident, consider Export Manager‘s comprehensive business formation package. This service includes the entire formation process, a virtual address, and a U.S. bank account, all without requiring a U.S. visa, SSN, or ITIN.