- Knowledge
1、 Types of Delaware Companies in the United States
Main company types
1. Limited Liability Company (LLC)
Features: No nationality restrictions, can be established by one person, flexible management, limited member liability, tax penetration (profits are included in personal tax reporting).
Applicable: Small and medium-sized enterprises, startups, freelancers.
2. C Corporation
Characteristics: Independent legal entity, shareholders bear limited liability, and can issue stocks for financing.
Applicable: Enterprises that plan financing, go public, or have multiple shareholders.
Taxation: Federal and state taxes are required, and there is a "double taxation" (taxation on company profits and shareholder dividends).
3. S Corporation
Characteristics: Penetrating tax system (avoiding double taxation), with a shareholder size of ≤ 100 and must be a US resident.
Applicable to: small enterprises, tax optimization is required, but shareholders are limited to Americans.
4. Limited Liability Partnership (LLP)
Characteristics: Partners bear limited liability, suitable for the professional service industry (law firms, accounting firms).
2、 Registration Conditions for Delaware Companies in the United States
01. Requirements of Shareholders/Members
No nationality, residence restrictions, allowing one person to have sole proprietorship.
Non disclosure of shareholder/member information (privacy protection).
02. Requirements for Directors/Executives
At least one director with no residency restrictions.
Allow shareholders to concurrently serve as directors.
03. Registered capital
There is no minimum paid up capital requirement, and C-type companies are recommended to authorize 5000 shares of capital (without face value).
04. Registered address and agent
A Delaware local registered agent address must be provided (for receiving legal documents).
3、 Registration Materials for Delaware Company in the United States
（1） Certificate of incorporation
Include company name, type, share capital structure, and registered agent information.
The template can be downloaded from the official website of the state government.
（2） Registered Agent Agreement
Service contract signed with a licensed registered agent in Delaware.
（3） Bylaws/LLC Agreement
Internal management documents (not mandatory, but recommended for filing).
（4） Proof of shareholder/director identity
Scanned copy of passport or driver's license (no notarization required).
（5） Company Name
Ending with suffixes such as' Corp. ',' Inc. ',' LLC ', etc., must not be duplicated with existing companies.
4、 Delaware Company Registration Process
Step 1: Select the company type
Choose C Corp, S Corp, or LLC based on financing needs and tax planning (foreign-funded enterprises usually choose C Corp or LLC).
Step 2: Name verification and submission of materials
Confirm that the name is available through the Delaware government's official website name search system.
Submit the company articles of association online or by mail to the Office of the Secretary of State (Division of Companies).
Step 3: Pay the registration fee
Step 4: Obtain registration documents
Received the certificate of incorporation and file number for the company.
Step 5: Follow up compliance
1. Apply for EIN: Obtain an employer identification number (for account opening and tax reporting) for free through the IRS official website.
2. Opening a bank account: Directors need to be present in person or have a video interview (some banks support remote access).
3. Annual review and franchise tax: Submit the Annual Franchise Tax Report before March 1st each year and pay franchise tax (minimum $175).
5、 Core advantages of Delaware companies
1. Mature legal environment
The Delaware Court of Chancery focuses on commercial disputes and has clear case law.
2. Privacy Protection
Do not disclose the names of shareholders and executives, only the registered agent information can be accessed.
3. Tax incentives
There is no sales tax or intangible asset tax, and out of state income is not taxed (if the company's business is not operating locally).
4. Financing convenience
Flexible equity structure design to attract venture capital.
