The Short Answer
To register a company in Delaware you pick a structure (LLC or C-Corp), appoint a Delaware registered agent, file a Certificate of Formation or Certificate of Incorporation with the Delaware Division of Corporations, and then apply to the IRS for an EIN. Standard processing takes one to three business days, and expedited filing can return your documents the same day. You do not need to live in the United States, hold a visa, or have a Social Security Number to do any of this. What you do need is a registered agent with a physical Delaware address, because the state will not accept a filing without one.
Why Delaware Is the First Choice for Company Formation
More than two thirds of Fortune 500 companies are incorporated in Delaware, and the reasons have very little to do with tax. Delaware is not a zero-tax state, and anyone who tells you otherwise is selling something. What Delaware actually sells is predictability.
What the Court of Chancery Gives You
Delaware runs a separate business court with no juries, staffed by judges who hear corporate disputes and nothing else. Two centuries of written decisions mean that when a shareholder dispute or a founder disagreement lands in front of that court, both sides can predict the outcome before they file. That predictability is why sophisticated investors price Delaware entities differently.
Why Investors Ask for a Delaware C-Corp
Almost every US venture capital fund and accelerator has its documents drafted around Delaware corporate law. A Delaware C-Corp fits straight into a standard SAFE, a convertible note, or a priced round without a lawyer having to rewrite the paperwork. If you plan to raise from US investors, forming anywhere else usually means converting later at your own cost. You can read the longer argument in our breakdown of why Fortune 500 companies choose Delaware.
LLC or C-Corp: Which Delaware Structure Fits You
This is the single decision that changes everything downstream, so make it before you file rather than after.
Choose an LLC If
You are bootstrapping, consulting, selling on Amazon or Shopify, running an agency, or building anything you intend to fund from revenue rather than from investors. An LLC is taxed as a pass-through by default, which means the company itself does not pay federal income tax and profits flow to the owners. Administration is lighter: no board, no shareholder meetings, no stock ledger. A single-member LLC in Delaware is perfectly valid and is the most common setup for solo founders outside the US.
Choose a C-Corp If
You are building a startup that will raise external capital, issue stock options to employees, or bring in co-founders with vesting schedules. A C-Corp pays corporate income tax at 21% federally and then shareholders pay again on dividends, which is the famous double taxation problem. Founders accept it because equity financing is effectively impossible without it. Our comparison of Delaware and Wyoming structures goes deeper on the tax mechanics.
How to Register a Company in Delaware: 7 Steps
1. Choose Your Business Structure
Decide between LLC and C-Corp using the criteria above. Changing later is possible through a statutory conversion, but it costs more than getting it right the first time.
2. Check and Reserve Your Company Name
Your name must be distinguishable from every other entity on the Delaware register and must carry the correct ending, which is "LLC" or "Limited Liability Company" for an LLC, and "Inc.", "Corporation" or "Corp." for a corporation. Search the Division of Corporations database before you commit to branding, and check that the matching domain and trademark are clear. If you are still deciding, our list of LLC name ideas is a useful starting point. You can reserve a name for 120 days for a small fee if you are not ready to file.
3. Appoint a Delaware Registered Agent
Delaware requires every entity to maintain a registered agent with a physical street address in the state, available during business hours to receive legal service and state correspondence. A PO box does not qualify. If you live outside the United States you cannot act as your own agent, which is why this is a mandatory recurring cost rather than an optional service. We explain the role in detail in our guide to what a registered agent does, and the Delaware-specific rules in serving as your own registered agent in Delaware.
4. File Your Certificate of Formation or ıncorporation
LLCs file a Certificate of Formation, corporations file a Certificate of Incorporation. The document is short: entity name, registered agent name and address, and for corporations the number of authorized shares and their par value. Be deliberate about the share count, because Delaware calculates corporate franchise tax partly from it and an inflated number produces an ugly bill. There is no minimum capital requirement to form a Delaware company, so you are not obliged to fund the entity with any particular amount.
5. Apply for Your EIN
The Employer Identification Number is your company's federal tax ID, issued by the IRS. You need it to open a bank account, register with payment processors, and file tax returns. Applicants with an SSN or ITIN can apply online and receive the number immediately. Everyone else files Form SS-4 by fax or mail, which typically takes four to eight weeks. Keep the CP 575 confirmation letter safe, because replacing it is tedious; if you have already misplaced it, see how to find a lost EIN.
6. Open a U.S. Business Bank Account
With your formation documents and EIN in hand you can open a US business account. Several fintech providers onboard non-resident founders fully remotely, while traditional banks usually still want an in-person visit. Our walkthrough of opening a US bank account covers what each option asks for.
7. Set Up Your Compliance Calendar
Registration is the beginning, not the end. Delaware LLCs owe an annual franchise tax by 1 June. Delaware corporations file an annual report and pay franchise tax by 1 March. Federal filings run on their own schedule. Missing these does not produce a polite reminder; it produces penalties, interest and eventually loss of good standing, as we set out in what happens if you do not pay Delaware franchise tax.
Delaware Company Registration Number: What It Is and Where to Find It
This causes more confusion than any other part of the process, largely because three different numbers get called the same thing.
File Number, EIN and State Tax ID Are Not the Same
When Delaware accepts your filing it assigns a seven-digit file number, sometimes called the state entity number. It appears on your stamped Certificate of Formation and identifies the company in state records. The EIN is a separate nine-digit number issued by the IRS for federal tax purposes and formatted as XX-XXXXXXX. A state tax ID is a third thing, required only if you have payroll or a physical presence that triggers state tax registration, which most non-resident owners do not. Banks and payment processors almost always mean the EIN when they ask for your registration number.
How to Look Up a Delaware Entity
The Division of Corporations runs a free public entity search. Enter the company name and it returns the file number, incorporation date, entity type and registered agent. A certified Certificate of Good Standing, which some banks and foreign registries request, is ordered separately for a fee.
What Delaware Company Registration Costs
One-Time Formation Costs
The state filing fee is the floor, not the total. Expect to add the first year of registered agent service, and optionally expedited processing and certified copies. Certified copies matter more than people expect: foreign banks and local tax authorities frequently refuse plain PDFs.
Recurring Annual Costs
Every Delaware entity carries two fixed annual items: franchise tax and registered agent renewal. Delaware LLCs pay a flat annual franchise tax with no annual report. Delaware corporations pay franchise tax calculated from authorized shares or assumed par value capital, plus an annual report fee, which is why the share count you chose at step four matters. Full figures are broken down in annual costs of a Delaware LLC and annual costs of a Delaware C-Corp.
How Long Does Delaware Company Registration Take?
Standard processing at the Division of Corporations is usually one to three business days. Expedited service is available in 24-hour, same-day and one-hour tiers for escalating fees. The realistic bottleneck is not the state, it is the EIN. If you do not hold an SSN or ITIN, the SS-4 route adds four to eight weeks, and the bank account cannot be opened until the EIN arrives. Plan for six to ten weeks from decision to a funded, operating company.
Delaware vs. Other States: A Side-by-Side Comparison
Delaware is the right answer for most founders raising capital, but it is not automatically the cheapest or the most private. Here is the honest comparison.
Feature | Delaware | Wyoming | Florida |
Court of Chancery | ✅ Yes | ❌ No | ❌ No |
Annual Fees | Moderate | Low | Moderate |
Privacy Protection | High | High | Medium |
Venture Capital Friendly | ✅ Yes | ❌ No | ❌ No |
Two rules cut through the noise. If you have US employees, an office, inventory in your own warehouse or any real physical presence in one state, register where you actually operate, because forming in Delaware just means registering as a foreign entity at home and paying both. And if you are raising from US investors, form in Delaware regardless of what the fee comparison says. For everyone in between, our state-by-state comparison of Delaware, Wyoming and New Mexico and best state for an LLC for non-residents work through the trade-offs properly.
State fees change from year to year. Confirm current amounts on the Division of Corporations schedule before you budget.
Registering a Delaware Company as a Non-U.S. Resident
Do You Need a US address, SSN or Visa?
No to all three. Delaware imposes no citizenship or residency requirement on members, shareholders, directors or officers. Your registered agent supplies the required Delaware address. You do not need an SSN to form the company or to obtain an EIN, and forming a US company gives you no immigration status whatsoever, so a visa is neither required nor granted.
The Obligations You Inherit on Day One
This is where non-resident owners get caught. A foreign-owned single-member LLC must file Form 5472 together with a pro-forma Form 1120 every year, even with zero revenue and zero activity, and the penalty for missing it starts at $25,000. Corporations file Form 1120 annually. Whether you owe actual US income tax depends on whether your income is effectively connected to a US trade or business, which is a separate analysis from the filing requirement. Treat filing and paying as two different questions.
Frequently Asked Questions
Can a foreigner register a company in Delaware?
Yes. There is no citizenship or residency restriction, and the entire process can be completed remotely from abroad.
Do I need to visit the United States to register?
No. Formation, EIN application and, with the right provider, bank account opening can all be done without travelling.
What is the difference between a Delaware file number and an EIN?
The file number is assigned by the State of Delaware and identifies the entity in state records. The EIN is assigned by the IRS for federal tax purposes. Banks asking for your "registration number" nearly always want the EIN.
Does forming a Delaware LLC mean I pay no tax?
No. Delaware does not levy state income tax on companies that do not operate within Delaware, but federal obligations and annual franchise tax still apply, as do taxes in your country of residence.
How much does it cost to keep a Delaware company each year?
At minimum, franchise tax plus registered agent renewal. Corporations add the annual report fee. Accounting and tax filing costs sit on top.
What happens if I stop paying franchise tax?
Interest accrues, the entity loses good standing, and Delaware will eventually void the charter. Reinstatement costs considerably more than staying current.
Can I close a Delaware company later?
Yes, through formal dissolution. You must settle outstanding franchise tax first — simply abandoning the entity leaves the liability growing, as explained in our guide to dissolving a Delaware LLC.
Getting Your Delaware Company Registered
The mechanics of registration are genuinely straightforward. The parts that cost founders money are the ones decided before filing: the wrong entity type, an authorized share count that inflates franchise tax for years, and a compliance calendar nobody set up. Clemta handles US company formation end to end — formation, registered agent, EIN, bank account introduction and the annual filings that follow — so the structure you launch with is the one that still works in year three.
Özgür Kuşkonmaz
Head of Business Development at Clemta
