Country：美国（特拉华） · Incorporation
United States (Delaware) · Incorporation
Delaware is known for flexibility: no minimum capital, no mandatory local director (but a Delaware-registered agent is required). The C Corporation and LLC are most common; filing is done online via the Division of Corporations, Secretary of State.
Key points
- Entity types: C Corporation (preferred for fundraising/IPO), LLC (flexible pass-through), S Corp (U.S.-shareholder only, rarely used by Chinese firms)
- No minimum capital: authorized shares are set at will, no paid-in requirement
- No local director: directors may be foreign/non-resident, but a Registered Agent with a Delaware physical address is mandatory
- Registered Agent: legally required to receive service of process
- Fast filing: standard 1–2 weeks, expedited 24 hours
Procedure
- Name clearance (Unique Name)
- Appoint a Registered Agent
- File Certificate of Incorporation (C Corp) or Certificate of Formation (LLC)
- Obtain the certificate and apply for an EIN (federal tax ID)
- Adopt bylaws, issue stock, open a bank account
Hard requirements
- Registered Agent (Delaware physical address)
- Registered agent / agent company
Costs
State filing fee (C Corp scales with authorized shares, from ~US$89)Registered agent annual fee US$100–300Franchise tax (see Tax dimension)⏱ ⏱ Timeline：1–2 weeks (expedited 1 day)⚠ Common risks
- Registered agent lapses → company loses good standing / administrative dissolution
- Operating principally in another state without a foreign qualification
- Tightened EIN / bank KYC for Chinese-backed entities
Handbook
📘 Step-by-Step Handbook (with owner / timeline / cost / penalties)
Applies to：Foreign investors (including Chinese capital) incorporating a C Corporation or LLC in Delaware. No minimum capital and no mandatory local director, but a Delaware Registered Agent is required.
Prerequisites
- Proposed company name (distinguishable from existing entities; include Inc. / LLC suffix)
- Registered agent confirmed (Delaware address; professional agent ~$100–300/year)
- Authorized capital structure planned (affects franchise tax; prefer the assumed par value method)
- If held by a Chinese parent: domestic ODI filing completed (see odi dimension)
| Step | Action | Owner | Timeline | Cost | Official form / system | Notes & penalties |
|---|---|---|---|---|---|---|
| 1 | Name clearance & search Search the Division of Corporations database for name availability; the name must be distinguishable. A name may be reserved for 120 days for a fee. | Founder / Registered Agent | Instant | Name search free; reservation ~$75 | Name Reservation (optional) | Avoid confusion with existing entities. Penalty：Name conflict leads to rejection |
| 2 | Appoint Registered Agent Designate a Registered Agent with a physical Delaware address (professional agent or local counsel) to receive legal documents; state it in the filing. | Founder + Agent | Instant | $100–300/year | Registered Agent appointment | Agent lapse causes missed legal mail, loss of good standing, even administrative dissolution. Penalty：Agent lapse → missed legal mail, possible administrative dissolution |
| 3 | File Certificate of Incorporation File Certificate of Incorporation (C Corp) or Certificate of Formation (LLC) online via corp.delaware.gov; standard 1–2 weeks, expedited 24 hours. | Registered Agent / CSP | 1–2 weeks (expedited 24h) | C Corp filing fee from ~$89 (scales with authorized shares); LLC $90 | Certificate of Incorporation / Formation | Authorized-share design drives franchise tax — 10M shares under the authorized-shares method can reach $85,000; switch to assumed par value to bring it to ~$400. Penalty：False information can void the incorporation |
| 4 | Obtain EIN (federal tax ID) File IRS Form SS-4 for an Employer Identification Number (EIN); Chinese-backed entities may file online or by fax (~4 weeks by fax). | Founder / tax agent | Instant online / ~4 weeks by fax | Free | IRS Form SS-4 | EIN is required to open a bank account and file taxes. Penalty：No EIN → cannot open accounts or hire |
| 5 | Bylaws & stock issuance Adopt Bylaws (C Corp) / Operating Agreement (LLC), hold the first board meeting, issue stock and maintain the shareholder register. | Founder + counsel | 1–2 weeks | Legal fees | Bylaws / Operating Agreement | VCs/IPO prefer C Corp; multi-class structures are flexible. Penalty：Missing governance docs hurt fundraising and compliance |
| 6 | Banking & ongoing compliance Open a bank account with the EIN and filing docs (see banking dimension); C Corp files Annual Report + franchise tax by March 1; LLC pays $300 annual tax by June 1. | Finance + Registered Agent | Annual | Annual Report $50 (C Corp) + franchise tax | Annual Report + Franchise Tax | Maintaining good standing is a prerequisite for banking, fundraising and contracts. Penalty：$200 late fee + 1.5%/month interest; prolonged non-filing → dissolution |
✅ Self-check list
⚠ Common pitfalls
Registered agent lapse影响：Missed legal mail, loss of good standing, possible administrative dissolution.规避：Choose a reliable agent, pay annually, update promptly on changes.
Franchise-tax spike影响：10M authorized shares under the authorized-shares method can reach $85,000.规避：Elect the assumed par value capital method at filing; most startups land near $400. Have a CPA compare both.
Operating in another state without foreign qualification影响：Operating where the business is principally located violates state law.规避：File a foreign qualification + business license in the operating state (see qualification dimension).
No EIN blocks banking影响：Operations stall.规避：Apply for EIN immediately after incorporation; keep a fax channel for Chinese-backed entities.
No annual-filing plan影响：Late fees and damaged good standing.规避：Set March 1 (C Corp) / June 1 (LLC) reminders; delegate tracking to the agent.
📅 Ongoing post-incorporation obligations
- Keep the Registered Agent active
- C Corp: Annual Report + franchise tax by March 1 each year
- LLC: $300 annual tax by June 1 each year
- Foreign qualification in the operating state (if applicable)
- Maintain good standing (affects banking / fundraising / contracts)
🔗 Official portals
📎 Source：https://corp.delaware.gov
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