Delaware, USA
The default vehicle for US venture-backed operating businesses.
Delaware is the default vehicle for US venture-backed operating businesses. The Delaware C-Corporation is the structure US institutional investors expect, the Delaware Chancery Court is the world's most respected commercial court, and the Delaware LLC is the most flexible pass-through vehicle in the US system.
For non-US founders operating internationally, Delaware is often the wrong choice — the 21% federal corporate tax plus state taxes on effectively-connected income can be avoided with better-suited jurisdictions. For US-focused operating businesses with US investors, Delaware is usually right by default.
Where Delaware, USA fits
- C-corps
- LLCs
- JV vehicles
Banking landscape
US business banking is deep — SVB (post-acquisition), Mercury, Brex, JPMorgan and Bank of America all serve Delaware entities. Non-US-resident owners of Delaware entities can bank, but with additional scrutiny and often via fintech providers rather than tier-one banks.
Tax & reporting
21% federal corporate tax plus state tax where applicable (Delaware itself has 8.7% state tax on Delaware-source income; a Delaware entity operating exclusively outside Delaware pays only franchise tax). Federal withholding of 30% on dividends and interest paid to non-US shareholders (reduced by treaty). LLC pass-through avoids entity-level tax but exposes owners to US-source income.
Substance & register visibility
US substance is defined operationally — where the business actually operates, hires and generates revenue determines tax nexus. A Delaware entity with no US operations may still face US tax if effectively connected income exists; conversely, a Delaware entity operating only from a non-US location may be non-US for treaty purposes with the right structure.
When to pick this jurisdiction
Pick Delaware when the operating business is US-focused with US customers, US investors, or a planned US IPO. Avoid Delaware for pure holding of non-US assets by non-US owners — better wrappers exist.
Written up as a comparative shortlist.
Every Delaware, USA recommendation is delivered as a comparative memorandum — substance defensibility, banking access, treaty coverage, register visibility, cost to maintain and reputational risk — so the client can see the trade-offs before committing.
Considering Delaware, USA? Get a written comparison first.
Answer six questions and a director will come back with a shortlist, indicative costs and banking route.
Questions we hear on every Delaware, USA intake.
- C-Corp or LLC?
- C-Corp for venture-backed operating businesses expecting outside institutional investors and a preferred-stock cap table. LLC for closely-held businesses, family-owned assets and single-owner operating vehicles where pass-through taxation is preferred.
- Do I need to visit the US to form a Delaware entity?
- No. Formation, EIN and initial banking can all be handled remotely, though banking is materially easier where at least one officer visits the US for KYC.
- Will a Delaware entity be taxed in the US if it operates elsewhere?
- A Delaware C-Corp is US-tax-resident by formation. Whether income is US-taxable depends on effectively-connected-income analysis. A Delaware LLC is pass-through and taxes flow to the members.
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Every engagement begins with a twenty-minute director-led call. Fixed fees, in writing, before any work begins.