How to incorporate in Delaware as a non-U.S. resident: Free step-by-step guide

Ready to form your corporation in Delaware? You’re in the right place. Delaware is one of the most popular (and business-friendly) states to incorporate in, and for good reason.

With strong legal protections, flexible corporate laws, and a startup-friendly reputation, it’s an excellent place to put down some roots. Still, setting up a company while in another country can feel a bit overwhelming. That’s where this guide comes in. We’ll walk you through everything you need to know to form your Delaware corporation, step-by-step, so you can move forward with confidence.

Why choose Delaware for incorporation?

With over 67% of fortune 500 companies incorporated in Delaware, you might be asking yourself: Why is it that so many businesses choose Delaware if they’re not physically located in the state?

There are four main reasons for this:

• Business-friendly legal system: Delaware’s Court of Chancery specializes in corporate law and is known for its fair, efficient, and predictable handling of business disputes. That’s huge for founders and investors, since it adds legal clarity and reduces risk.
• Flexible corporate structure: Delaware allows a high degree of freedom when it comes to organizing your corporation. For instance, one person can act as the sole director, officer, and shareholder. That can be especially helpful if your startup is in the early stages of development.
• Privacy for owners and directors: When you file in Delaware, you don’t need to publicly list the names of shareholders, directors, or officers. If privacy is important to you, Delaware’s a great state to set up a home base.
• Attractive for startups and investors: Most venture capital firms are used to investing in Delaware C-Corps. If you plan to raise money down the line, incorporating here might make your life a little easier.

What types of corporations can you form in Delaware?

The legal structure you choose for your business influences how much you’ll owe in taxes, how easily you can secure funding, the types of forms and filings you’ll be responsible for, and the extent of your personal liability.

In other words, be sure to make this decision carefully. It’s never a bad idea to seek advice from a qualified professional, such as a business advisor, attorney, or accountant.

Here’s a quick rundown of the different types of corporations you can form in Delaware:

• C corporation: This is the default for most startups, especially those seeking venture capital. It offers limited liability and allows for unlimited shareholders as well as multiple classes of stock, but income is taxed at both the corporate and individual levels (i.e. double taxation).
• S corporation: This type avoids double taxation, but comes with strict limitations. You can only have up to 100 shareholders, all of whom must be U.S. residents. An S corp is ideal for small businesses wanting corporate protections with simplified taxation.
• Close corporation: Designed for a small number of shareholders (typically 30 or fewer), a Close corporation offers more flexibility in governance–for example, you don’t need a board of directors.
• Public benefit corporation: A relatively newer structure, public benefit corporations are for-profit entities that also aim to make a positive impact. As a requirement, they must balance profit with their stated mission.
• Nonprofit corporation: These are structured for charitable, religious, educational, or similar purposes. They require IRS recognition for 501(c)(3) tax-exempt status, and profits must be reinvested in the organization’s mission, not distributed to members.

How to form a Delaware corporation

After deliberation, you’ve come to the conclusion that a Delaware corporation is the right choice for your business. Once you’ve decided which specific type of corporation you’ll be forming, you’re ready to get started.

Here’s how to form your Delaware corporation, step-by-step.

Step #1: Decide on a business name

It might seem simple, but choosing the right name is a key step in the process. Your business name should be unique, memorable, and comply with Delaware’s naming rules. For example, it must include a corporate identifier like “Inc.”, “Corporation,” or some variation of these words. Keep in mind that names considered offensive or misleading are likely to be rejected.

When picking a name, think long-term. Is it brandable? Easy to remember? Future-proof? You want something you can grow with.

You can check name availability directly on the Delaware Division of Corporations website to see if yours is available. Should you wish to reserve your name before you’re ready to file, you can do so for 120 days for a small fee.

Pro tip: If you plan to operate under a different name in Delaware, you’ll need to file a Registration of Trade, Business & Fictitious Name Certificate with the Prothonotary’s office in the county in which you plan to do business.

Step #2: Appoint a registered agent

Every Delaware corporation is required to have a registered agent—a designated point of contact responsible for receiving legal documents, tax notices, and official correspondence on behalf of your business.

When it comes to choosing a registered agent, you have two options:

• Act as your own, which requires a physical address in Delaware (not a P.O. box) and availability during business hours. If you’re not physically able to reside at the address, you may find this option difficult– as you’re likely to miss important documents and deadlines.
• Hire a third-party service like [VirtualPostMail (VPM)] (https://www.virtualpostmail.com/), which includes free registered agent service with all Delaware virtual mailbox plans.

For most businesses, hiring a service is the simpler and more reliable choice, especially if you're not located in Delaware. With VPM, you can easily meet the legal requirement while also managing your business mail remotely.

Step #3: Prepare and file a Certificate of Incorporation

Your Certificate of Incorporation is the document that officially establishes the existence of your Delaware corporation.

Within it, you’ll need to include:

• Your company name
• The name and address of your registered agent
• The number of authorized shares and par value
• The name and address of the incorporator (i.e. the person filing out the form)

You can file online or by mail with the Delaware Division of Corporations. The filing fee depends on the number of shares you authorize, but expect to pay at least $89.

Processing times vary, but expedited services are available if you’re in a rush.

Step #4: Create corporate bylaws

Bylaws aren’t filed with the state, but they’re a must-have. Think of them as your corporation’s rulebook.

Your bylaws should cover:

• How board meetings are held
• Director and officer duties
• Voting rights
• Stock issuance and transfers
• Procedures for amending the bylaws

These can help avoid confusion later—and make you look more polished if you ever decide to go for funding or face a legal issue.

Although you can find free templates online, you may want to consult with a legal professional or hire a formation service like Clerky to make sure you cover all your bases.

Step #5: Appoint initial directors and hold your first board meeting

Your board of directors is responsible for overseeing the corporation. The incorporator (most likely you!) appoints them by signing an “initial director resolution.”

Once they've been selected, it’s time for the first board meeting. This is where your directors will:

• Approve the bylaws
• Issue stock to shareholders
• Appoint officers (CEO, CFO, etc.)
• Set the corporation’s fiscal year

Be sure to keep minutes of this meeting (as well as all future meetings)—it’s part of your corporate record.

Step #6: Apply for an Employee Identification Number (EIN)

Your EIN is a unique number assigned to you by the IRS for tax purposes. It’s essentially a Social Security number for your business. You’ll need it to:

• Pay business taxes
• Open a business bank account
• Hire employees

Getting an EIN is free and easy via the IRS website.

Step #7: Open a business bank account

To keep your personal and business finances separate (a legal necessity), you’ll need a business bank account.

Typically, you’ll be asked to provide:

• Personal identification
• Business address (many banks also require proof of address in the form of a utility bill)
• Mailing address
• Your Certificate of Incorporation
• EIN
• Registered agent information
• Corporate bylaws

Ideally, you should look for a bank that offers low fees, online banking, and maybe even startup perks. Not sure where to begin? Check out VPM’s ultimate business bank account checklist for tips and information on how to get started.

Step #8: File your Beneficial Ownership (BOI) Report

Under the Corporate Transparency Act, business owners are now required to file a BOI Report containing information about beneficial owners and company applicants. It’s a fairly new requirement as of 2024, and deadlines vary depending on when you incorporate.

Fortunately, it’s a one-time filing unless you need to update or correct information. It’s also pretty easy to file on your own behalf as long as you know the right steps to take.

Step #9: Register for licenses and permits

While Delaware is known for being business-friendly, you may still need to secure various licenses and permits before you can legally operate.

Depending on your business type and location, this could include:

• A Delaware state business license (required for most businesses)
• Local permits or zoning approvals, especially if you’re operating from a physical location
• Industry-specific licenses, such as those required for food service, healthcare, finance, or childcare

To stay compliant, check with the Delaware Division of Revenue as well as any relevant local authorities in the city or county where your business operates. Taking the time to ensure you have all necessary licenses up front can save you from costly delays or penalties later.

Step #10: Maintain compliance year after year

Forming your Delaware corporation is just the beginning—staying compliant is what keeps your business in good standing with the state. Delaware has a few key ongoing requirements that every corporation must meet.

Here’s what you’ll need to stay on top of:

In addition to the above, corporations are also required to hold an annual shareholder meeting and keep proper records of major business decisions.

Staying compliant not only avoids penalties and late fees, it also protects your company’s legal status and builds trust with investors, partners, and customers. Consider setting calendar reminders or using a service to help you manage these deadlines.

FAQs About Delaware Corporations

Can I form a Delaware corporation if I don’t live in Delaware?

Yes! You don’t need to live or work in Delaware. You just need a registered agent with a Delaware address.

How much does it cost to incorporate?

The Delaware state filing fee starts at $89 but can vary based on the type of corporation and the number of authorized shares. You’ll also need to pay for a registered agent service (typically $100–$300/year), and there are annual franchise taxes.

What’s the difference between a corporation and an LLC?

LLCs offer flexibility and pass-through taxation, ideal for small businesses. Corporations are better suited for businesses seeking venture capital, issuing stock, or planning to scale rapidly. They also require more formal structure (e.g., board of directors, shareholders).

How long does it take to form a Delaware corporation?

It typically takes 1–3 business days if filed online, but expedited options are available for an additional fee.

Is a Delaware corporation right for you?

Forming a corporation in Delaware has plenty of perks, especially if you’re launching a startup, seeking investors, or just want a reliable, business-friendly environment.

However, every business is different. Take time to think through your goals, growth plans, and compliance capabilities. And of course, don’t hesitate to get professional advice if you’re unsure.

Need help getting started? VPM partners with Clerky who can help you form your corporation, and VPM give you your business addresses, and other mail management tools to help you form and manage your Delaware corporation, all without stepping foot in the state.