Delaware C-Corp for Cross-Border Founders: Setup, Costs, EIN and US Tax Filings

Yes. Delaware does not require directors, officers or shareholders to be US citizens or residents, and you do not need a visa, an SSN or a US address to incorporate. The legal requirements are a Delaware registered agent and a certificate of incorporation filed with the Delaware Division of Corporations.

Forming the company and working for it are different questions. Owning shares and serving as a director from abroad is fine. Physically working in the US for the company needs a visa that permits it, which is a matter for an immigration lawyer.

Why Delaware C corp in the first place: US venture investors, the standard Y Combinator SAFE and the usual term sheet documents are built around Delaware corporations. US investors are generally reluctant to buy shares in a foreign company because of US controlled foreign corporation and passive foreign investment company rules, so founders abroad often either start with a Delaware parent or later flip their local company under one. Starting with the Delaware parent avoids paying for a restructuring later.

The Delaware filing itself is simple. The complexity comes from the US systems that assume you have a US tax ID and a US address.

• EIN: the fast online route is closed to most non-US founders, so you use paper, fax or phone.
• Banking: many traditional banks want a signer in a US branch; remote options exist but have their own document checks.
• US tax returns: the corporation files Form 1120 every year even with no revenue, plus Form 5472 if it is 25% or more foreign-owned.
• Two tax systems: your home country may tax you on the Delaware company's income or treat it as a controlled foreign company of yours. That is a home-country question, and it is worth answering before you incorporate.
• 83(b) elections: the 30-day deadline applies even if you never file a US individual return.

None of these is hard on its own. Missing one is what costs money, usually through penalties on information returns.

For a venture-backed startup, a C corp is usually the better choice for foreign founders. An LLC can work for a small services or ecommerce business that will never raise equity, but it has traps for non-US owners.

A single-member LLC owned by a foreign person is a disregarded entity for income tax, yet it must still file Form 5472 attached to a pro forma Form 1120 each year. It cannot file electronically: the IRS instructions say to fax it to 855-887-7737 or mail it to the IRS in Ogden, Utah, with "Foreign-owned U.S. DE" written across the top. The same $25,000 penalty applies.

A multi-member LLC is a partnership. If it earns income effectively connected with a US trade or business, it must withhold US tax on foreign partners' shares, and those partners generally have to file US returns themselves.

A C corporation pays 21% federal tax on its own profits, and foreign shareholders file nothing in the US until the company pays dividends, which are subject to withholding. VCs expect a C corp, and only C corp stock can qualify for the §1202 QSBS exclusion, although that exclusion matters less to a founder taxed mainly at home.

Your Delaware corporation needs an Employer Identification Number to open a bank account, hire, and file returns. The IRS online application requires the responsible party to have a valid SSN, ITIN or EIN, and is not available to applicants without a legal residence, principal place of business or principal office in the United States. Most non-US founders therefore use one of three routes:

1. Fax Form SS-4 to the IRS number listed in the current SS-4 instructions for applicants with no US principal place of business. If you include a return fax number, the IRS generally faxes the EIN back.
2. Mail Form SS-4. This is the slowest route and can take several weeks.
3. Call the IRS international line at 267-941-1099 (not toll free), 6 a.m. to 11 p.m. Eastern, Monday to Friday, and get the EIN during the call.

Line 7b asks for the responsible party's SSN, ITIN or EIN; if you have none, follow the current SS-4 instructions for that line. You do not need an ITIN just to get an EIN for the company. Check the latest SS-4 instructions for fax numbers before sending, since the IRS has changed them in the past.

Delaware's own charges are small and fixed in US dollars. The bigger costs are the registered agent, legal documents, and US tax and bookkeeping help, all of which are market-priced. Delaware state fees under the schedule effective August 1, 2026:

The franchise tax method matters. A typical startup authorizes 10,000,000 shares. Under the Authorized Shares Method that produces a bill of $85,165 ($250 for the first 10,000 shares plus $85 for each additional 10,000). Under the Assumed Par Value Capital Method, which uses gross assets and issued shares, an early-stage company usually pays $400 or a little more. Both methods are allowed; file using the cheaper one. Missing March 1 costs a $200 penalty plus 1.5% interest per month.

For an Australian (or any non-US) founder budgeting in local currency, convert these USD amounts at the current exchange rate and add quotes for a registered agent, formation documents, and annual Form 1120 and 5472 preparation. If the company has employees or an office in a US state, add that state's foreign qualification fee and annual report.

A Delaware C corp is a US tax resident no matter where its founders live. Every year it files:

• Form 1120, the federal corporate income tax return, due on the 15th day of the fourth month after year end (April 15 for a calendar year), even with no revenue.
• Form 5472, attached to the Form 1120, if one foreign person owns at least 25% of the votes or value and the company had reportable transactions with a foreign or domestic related party. Founder capital contributions, loans and payments to a founder's foreign company are common examples. The penalty for failing to file, or filing a substantially incomplete form, is $25,000 per form, plus $25,000 for each 30 days the failure continues more than 90 days after IRS notice.
• Form 5471 if the Delaware company owns a foreign subsidiary.
• Delaware franchise tax and annual report by March 1.
• State returns and foreign qualification in any state where the company has employees, an office or enough sales to create nexus. Delaware incorporation alone does not create Delaware income tax if you do not operate there.

One obligation is gone. FinCEN's interim final rule of March 21, 2025, made permanent by a final rule effective August 14, 2026, exempts companies created in the US from beneficial ownership (BOI) reporting. Only foreign companies registered to do business in a US state still report. Checked October 2026.

Dividends a Delaware corporation pays to a nonresident shareholder are US-source income subject to 30% withholding under IRC §1441, reduced if a tax treaty applies and the shareholder gives the company a Form W-8BEN. Treaty rates for individual shareholders in common founder countries, from the IRS treaty tables:

• United Kingdom: 15% (5% for a company owning at least 10% of the voting stock)
• Australia: 15% (5% for a qualifying company shareholder)
• India: 25% (15% for a company owning at least 10% of the voting stock)

Most startups do not pay dividends, so this mostly matters later.

Salary is different. Pay for services is sourced where the work is performed. If you live and work in Sydney or Bangalore, your salary from the Delaware company is foreign-source income, and a nonresident alien is generally taxed in the US only on US-source income. The company does not withhold US income tax on it, but you will owe tax at home, and your home country may require the company to register as an employer there. Many founders abroad are paid as contractors or through a local subsidiary or employer-of-record for that reason. Work done while physically in the US is US-source and taxable here.

If your founder shares are subject to vesting, file an 83(b) election within 30 days of receiving them. There is no extension. A nonresident who will never file a US return still benefits if any of the stock's future value could become US-taxable, for example if you later move to the US, and the election costs nothing when the shares are worth almost nothing.

The IRS says to file with the service center where you file your return. For a nonresident with no return to file, the practical choice is the address the IRS lists for Form 1040-NR without a payment: Department of the Treasury, Internal Revenue Service, Austin, TX 73301-0215, USA. Send it by a trackable international courier or registered mail and keep proof of the send date, and give the company a copy.

You can use IRS Form 15620 or a signed letter meeting Treas. Reg. §1.83-2. The IRS also accepts 83(b) elections through an IRS Individual Online Account, but that requires IRS identity verification, which generally needs an SSN or ITIN, so most non-US founders mail it. Check how your home country treats the election, since it may not follow the US result.

For banking, several US fintech banking platforms open accounts remotely for Delaware companies with non-resident founders, while most large branch banks still expect a signer to visit in person. Typical requests are the certificate of incorporation, the EIN letter, bylaws or board consent, passports and proof of address. Policies change often, so confirm current eligibility for your country before you apply.

For accounting software, pick a mainstream cloud ledger with a direct feed from your US bank, multi-currency support if you pay people abroad, and an export your US tax preparer can use. The software matters less than having someone close the books monthly and track related-party transactions for Form 5472.

For the formation itself, the best service is the one that also handles what happens after filing day: EIN for a founder without an SSN, 83(b) mailing within 30 days, Delaware franchise tax using the correct method, and Form 1120 with 5472 each April. We do that for international founders, and we coordinate with your home-country accountant on how the structure is taxed there. This is general information, not tax or legal advice for your specific facts.