Why Delaware?
Delaware has been the leading state for business incorporation for over a century. More than 60% of Fortune 500 companies are incorporated here, and nearly every major VC fund and accelerator (Y Combinator, Techstars, a16z) expects its portfolio companies to be Delaware C-Corps or LLCs.
The reason is the Court of Chancery — a specialized business court with no juries, staffed by judges who are experts in corporate law. Disputes are resolved faster and more predictably than anywhere else in the US. This matters to investors who need to know their rights are protected.
Delaware's General Corporation Law is the most developed corporate statute in the United States. It gives founders and investors maximum flexibility in structuring equity, governance, and exit terms.
Non-residents can form a Delaware LLC without any US address, SSN, or physical presence. Edeal handles the registered agent requirement and the entire filing process.
State Fees
These are government fees paid to the State of Delaware — not Edeal's service fee. Edeal registers your LLC for $1 + state fees.
LLC Formation
- Certificate of Formation filing fee: $90 — one-time, paid to Delaware Division of Corporations
- Annual Franchise Tax (LLC): minimum $300/year — this is a state-mandated annual government fee, not an income tax rate. Paid to the State of Delaware to keep your LLC in good standing.
- Registered Agent: required by law — Edeal provides a registered agent as part of its service
C-Corporation (for context)
- C-Corp filing fee: $89 + authorized shares calculation
- Annual Franchise Tax for C-Corps varies based on share structure (minimum $175, often higher for startups)
All fees are set by the State of Delaware and are publicly available at the Delaware Division of Corporations.
Who Delaware Is Right For
- Startups planning to raise VC funding — investors expect a Delaware entity, especially C-Corp
- Companies with multiple shareholders or co-founders — Court of Chancery provides the clearest framework for equity disputes
- Founders joining Y Combinator, Techstars, or similar accelerators — Delaware C-Corp is typically required
- Businesses that need an investor-friendly US legal structure from day one
- Non-residents who plan to bring on US investors — Delaware signals seriousness to the US investor community
Who Delaware Is Not the Best Fit For
- Solo freelancers and individual contractors with no investment plans — the $300/year minimum franchise tax makes Wyoming a cheaper option
- Simple e-commerce or service businesses with no nexus in Delaware — Wyoming or Florida may better match your operating profile
- Founders who prioritize privacy — Delaware does require some public filings; Wyoming offers stronger member privacy protections
If you're unsure which state fits your situation, Edeal can help you compare before you register.
FAQ
Do I need to live in Delaware or visit the state to register an LLC?
No. Non-residents from any country can register a Delaware LLC without visiting the state, without a US address, and without an SSN. The only requirement is a registered agent with a Delaware address — Edeal provides this.
What is the Delaware Annual Franchise Tax for an LLC?
The minimum annual franchise tax for a Delaware LLC is $300 per year. This is a mandatory government fee paid to the State of Delaware to keep your company in good standing — it is not an income tax rate. The exact amount can vary based on your company's assets; $300 is the statutory minimum.
Delaware LLC vs. C-Corp — which should I choose?
For most non-residents starting a business without immediate VC plans, an LLC offers simpler management and pass-through taxation. If you're raising institutional funding, Delaware C-Corp is the standard. Edeal registers both structures.
Can I open a US bank account with a Delaware LLC?
Yes. A Delaware LLC formed through Edeal comes with the documentation typically required by US banks and fintechs (Mercury, Relay, Brex). Having an EIN is usually also required — Edeal can assist with that process.