Maksym Stepanenko
Managing Partner, Crystal Tax
International client projects since 2012: company structures, tax, immigration, DUNS and NCAGE. 50+ jurisdictions.
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Delaware C-Corp for non-US founders, set up end to end for a startup preparing for an accelerator or a venture round: the corporation, founder shares, product IP, EIN and a flip of your existing company from Ukraine or Estonia.
Since 2012 · 50+ jurisdictions · EIN without SSN or ITIN · the founders' Ukrainian side handled by the same team
In brief
- A Delaware C-Corp for non-US founders is a corporation under the Delaware General Corporation Law that can issue several classes of shares and stock options for the team. Venture funds and accelerators usually ask for exactly this: they know Delaware corporate law well, and according to the Division of Corporations more than 66 percent of Fortune 500 companies chose Delaware as their state of incorporation. A Delaware company without investors is usually set up as an LLC, and we cover that on a separate page.
- Our done-for-you Delaware C-Corp formation includes the certificate of incorporation, registered agent, bylaws, founder shares with vesting, an option pool, assignment of code and brand rights, EIN, bank preparation and a filing calendar. We handle the US side together with our partners in the US.
- Key numbers: federal corporate income tax is 21 percent; the Delaware franchise tax and annual report are due by March 1 every year; Form 5472 is attached to Form 1120 when a foreign shareholder owns 25 percent or more and the company had transactions with related parties. Companies created in the US do not file BOI with FinCEN: the exemption has applied since March 2025, and the final FinCEN rule confirmed it from August 14, 2026.
- A Delaware flip moves a startup from a Ukrainian LLC (TOV), a Ukrainian sole proprietor (FOP) or an Estonian OÜ under a new Delaware corporation: the founders exchange their stakes for C-Corp shares or transfer the product IP to it, and the old company becomes a subsidiary. We handle the Ukrainian side ourselves, including the Ukrainian CFC (controlled foreign company) rules and a written IP assignment agreement under Ukrainian law.
- Usually, in our experience, the corporation with the founder document package is ready in 1–2 weeks, with the EIN in 3–6 weeks, and a flip takes 1–3 months. Timing depends on the case, the details, the authorities and force majeure.
Your situation
Pick the situation closest to yours: a short outline of the route and the first step.
An accelerator or fund asks for a Delaware C-Corp
We incorporate with a share class and a number of authorized shares that fit standard investment documents, issue founder shares with vesting and secure the product IP in the company. First step: the list of founders, their stakes and the round timeline.
Example. Two founders from Kyiv and Warsaw get into an accelerator that invests through a SAFE. Before signing, we incorporate the company and assemble the package the accelerator's lawyers request.
Discuss this case →The product sits in a Ukrainian LLC (TOV) or FOP and needs a flip
We create the Delaware C-Corp and choose the route: exchanging the TOV stakes for corporation shares, or transferring the code rights and contracts to it. We calculate the Ukrainian taxes, CFC rules and currency side before anything is signed.
Example. A SaaS product has run for several years through a TOV and two developer FOPs. The FOPs assign the code rights under written agreements, and the TOV becomes a subsidiary of the corporation.
Discuss this case →We founded an Estonian OÜ and are moving under Delaware
We make the Delaware corporation the parent company: the founders transfer their OÜ shares to it in exchange for stock, and the OÜ keeps operating as a subsidiary. We handle the Estonian part with our partners in Estonia.
Example. A team with e-Residency works through an OÜ for its first EU clients, and a US fund makes the flip a condition for closing the round. We build the structure around the fund's checklist.
Discuss this case →We got a huge Delaware franchise tax notice
We check which method the tax was calculated under and recalculate it with the Assumed Par Value Capital Method using the balance sheet data from Form 1120. We file the annual report and clear the state balance.
Example. A startup with 10 million authorized shares receives a notice for tens of thousands of dollars under the share count method. With modest assets, recalculating under the second method often brings it down to the minimum.
Discuss this case →Co-founders in different countries: shares, vesting, 83(b)
We prepare founder stock purchase agreements with vesting, decide which founders need an 83(b) election based on their tax residence, and track the 30-day deadline.
Example. The technical co-founder lives in California, the other two in Ukraine and Germany. For the American we file the 83(b) in the first days after the shares are issued; for the others we work out the taxes in their countries.
Discuss this case →We already have a Delaware LLC and the investor wants a corporation
We convert the LLC into a corporation before the round: Delaware law allows converting an LLC into a corporation. We check the tax consequences for the members and turn their interests into shares.
Example. A founder runs sales through an LLC opened by an online formation service. Before the round we convert it into a C-Corp, issue shares and create an option pool.
Discuss this case →What our Delaware C-Corp setup for non-US founders includes
A done-for-you Delaware C-Corp is a corporation ready to sign investment documents: formation documents, founder shares, product IP, EIN, a bank and a filing calendar. We fix the exact scope in the contract.
Incorporation and formation documents
- Certificate of incorporation. We file it with the Delaware Division of Corporations. Under section 102 of the Delaware General Corporation Law it states a name containing the word corporation, incorporated or an equivalent, the registered office and registered agent in Delaware, the business purpose, the number of authorized shares and their par value, and the name and address of the incorporator.
- Registered agent. Under section 132 every corporation must have a registered agent in Delaware; we arrange one with our partners in the US.
- Bylaws and initial resolutions. The incorporator's action appointing directors, and board consent appointing officers, adopting the bylaws, issuing shares and setting the fiscal year.
Founder shares, vesting and 83(b)
- We choose the number of authorized shares and the par value so the franchise tax holds no surprises and enough shares stay in reserve for options and investors.
- A stock purchase agreement with each founder: shares paid for in cash or by assigning prior work.
- Vesting: shares vest to the founder gradually, usually monthly after a cliff, and if a founder leaves the company may buy back the unvested shares.
- 83(b) election on IRS Form 15620: filed within 30 days of the share issuance if the founder pays taxes in the US. For everyone else we decide based on their tax residence.
Option pool and cap table
- A stock plan and a share reserve for team options, plus board consents approving grants.
- Cap table: who holds how many shares, options and SAFEs, and on what terms.
- A stock ledger and records of issuances that the investor's lawyer will review.
Code and brand rights
- Intellectual property assignment from the founders and contractors to the corporation, including work created before it existed.
- Contracts with developers, including Ukrainian sole proprietors (FOP), with a clause assigning the rights to the company.
- Name and logo: if you plan to sell in the US, we add US trademark registration.
EIN, bank and bookkeeping
- EIN on Form SS-4 for a corporation whose founders have no SSN or ITIN.
- A package for a bank or fintech provider: corporate documents, ownership structure, product description. The bank decides whether to open the account.
- Bookkeeping, Form 1120 and Form 5472 through our US accounting service.
Compliance calendar
We hand over a calendar: the Delaware annual report and franchise tax by March 1, the federal return, Form 5472, registration in other states if employees or an office appear there, Form D for a round under Regulation D, and the founders' reporting in Ukraine.
Delaware C-Corp vs LLC: which one fits a startup
A startup raising venture capital usually chooses a Delaware C-Corp; a business without outside investors and with one or a few owners is often fine with an LLC. The difference lies in taxes, in the tools available for the team and in what investors expect.
| Criterion | Delaware C-Corp | Delaware LLC |
|---|---|---|
| Income tax | 21 percent federal tax at the corporate level | None at the company level by default: income passes through to the members |
| Who pays the tax | The corporation, then shareholders on dividends. Non-residents are withheld 30 percent by default, less under the US–Ukraine tax treaty | The members, under the rules of their own country. A foreign-owned single-member LLC with owner transactions files Form 5472 with a pro forma 1120 |
| Shares and options | Share classes, an option pool, SAFEs and preferred stock for the round | Membership interests; options are harder to set up |
| What venture investors expect | The standard for rounds and accelerators | They usually ask for conversion into a corporation before the deal |
| Annual state tax | Franchise tax and annual report by March 1; the amount depends on the calculation method | A flat state tax by June 1 |
| Federal reporting | Form 1120, plus Form 5472 with 25 percent foreign ownership and related-party transactions | Depends on the number of members and the tax classification |
| Best for | Startups raising investment, team options, a future sale of the company | Services, trading, a single-owner holding company |
If you are not planning to raise and prefer profit to be taxed at the owner level, see our Delaware LLC page. If you have not chosen a state yet and need a US company for sales or a bank account, start with US company formation. An LLC that is already operating can later convert into a corporation: section 265 of the General Corporation Law and section 18-216 of the Delaware LLC Act expressly allow it.
Tell us about the product, the founders and your round plans, and on a free 10-minute call we will tell you whether you need a C-Corp or a flip and where to start.
Delaware flip: moving a startup from Ukraine or Estonia to Delaware
A startup flip means creating a Delaware corporation on top of an existing business, so the investor receives shares in a US parent company while the product, team and revenue sit within its group. In practice this is called a Delaware flip.
Three typical routes
- Share exchange. The founders transfer their stakes in the TOV or OÜ to the corporation and receive C-Corp shares in the same proportions. The old company becomes a subsidiary and keeps working with its clients, employees and accounts.
- Product IP transfer. The corporation acquires the rights to the code, brand and domains under agreements with the TOV or FOP, and client contracts move to it gradually. This fits when the old company will later be closed or kept as a service company.
- Combination. The product IP moves to the corporation, and the Ukrainian company stays as the development center working for the corporation under a services agreement.
What we check on the Ukrainian side
- Ukrainian CFC rules. After the flip the corporation may become a controlled foreign company of a founder who is a Ukrainian tax resident. The notice is filed within 60 days, and the annual report together with the tax return.
- Taxes on the exchange. Transferring TOV stakes to the corporation is a transaction that can have tax consequences for the founder; we calculate them before signing.
- Currency rules. We check the National Bank of Ukraine restrictions on investments abroad and settlements with non-residents for the specific transaction and bank.
- Code rights. Under Article 1107 of the Civil Code of Ukraine, an agreement transferring intellectual property rights must be made in writing or electronically, otherwise it is void. Rights to works that do not yet exist when the agreement is signed cannot be transferred under such an agreement, so future work is documented separately.
- Team. Contracts with employees and FOP contractors, clauses on rights to work results and confidentiality.
What the investor reviews in due diligence
A clean cap table with no verbal promises of equity, signed IP assignments from every author of the code, stock purchase agreements with vesting, board consents, filed 83(b) elections, no franchise tax debt and filed IRS returns. We record the founders' arrangements among themselves in a shareholders' agreement, and check the SAFE and round documents against the corporation's charter.
How long incorporation and a flip take
Usually, in our experience, forming a Delaware C-Corp with the founder document package takes 1–2 weeks, the EIN adds 1–4 weeks, and a flip takes 1–3 months. Timing depends on the case, the details, the authorities and force majeure.
| Stage | Usually, in our experience |
|---|---|
| Structure, share count, vesting, document list | 2–5 business days |
| Delaware certificate of incorporation | From a few hours to a few days: the state offers expedited processing within one hour, two hours, the same or the next business day |
| Bylaws, resolutions, founder stock purchase, IP assignment | In parallel with incorporation, signed electronically |
| EIN for a corporation without SSN or ITIN | 1–4 weeks |
| Bank or fintech provider | Set by the bank |
| Flip from a TOV, FOP or OÜ | 1–3 months, longer when changes must be registered in several countries |
The 83(b) deadline is 30 days from the date the shares are issued, so we schedule the founder share issuance to leave time for the filing.
What the cost depends on
We quote Delaware C-Corp formation case by case: the price depends on the number of founders, whether a flip is needed and the volume of documents for the investor.
- the number of founders and their countries of tax residence;
- whether a flip is needed and where the current company operates: Ukraine, Estonia or elsewhere;
- the scope of code, brand and contract rights moving to the corporation;
- option pool, stock plan, documents for a SAFE or a priced round;
- the bank or fintech provider and its package requirements;
- bookkeeping, Form 1120, Form 5472, franchise tax and the founders' Ukrainian CFC reporting after incorporation.
Delaware state fees and registered agent services are shown separately in the proposal. We work under a contract. After a short description of your task we assess it within one business day and send a quote with stages and timing.
Why founders trust us with their Delaware corporation
A Delaware corporation ties together founder stakes, product IP and taxes in several countries, and founders trust us with it for five reasons:
In business since 2012
Fourteen years of forming and structuring companies in 50+ jurisdictions. We know the requirements of registries, the IRS, banks and investors' lawyers from our own cases.
We deal with authorities, registries and banks
The Delaware filing, the EIN application, correspondence with the bank and replies to requests are handled by us together with our US partners. We need the founders' details, decisions and signatures from you.
We see the job through
We resolve comments from the registry, the IRS or the bank at no extra charge under the contract until the agreed stages are complete. Decisions on applications are made by the authorities and the bank.
One team for the whole structure
The US corporation, the flip of a Ukrainian or Estonian company, the code IP assignment, bookkeeping, Form 1120, Form 5472 and the founders' Ukrainian CFC reporting, all in one place.
Contract and confidentiality
Scope, timing and confidentiality are set out in the contract. We disclose founder data and round terms only to those who require them by law or procedure.
How we form a Delaware C-Corp for non-US founders: step by step
We form a Delaware C-Corp in six steps. The founders provide data, decisions and signatures; we do the rest.
- Request and structure. A free 10-minute call, then a review: founders, countries, product, round plans, whether a flip is needed.
- Founder documents. We agree on stakes, vesting and the option pool, collect passports and addresses, and check the name.
- Delaware filing. With our US partners we file the certificate of incorporation, arrange the registered agent, and prepare the bylaws and initial resolutions.
- Shares, IP, 83(b). We issue founder shares, sign the IP assignments and, where needed, prepare the 83(b) within the 30-day window.
- EIN and bank. We obtain the EIN on Form SS-4 and put together the package for a bank or fintech provider.
- Compliance and support. Calendar for franchise tax, Form 1120 and Form 5472, the founders' Ukrainian CFC reporting, round documents and legal support for startups.
If the founders have not yet agreed on roles and stakes, we start with a strategy session and incorporate based on its results.
What we need from the founders
To open a Delaware corporation we need the founders' details and a clear view of how they split the company. No trip to the US is required.
- the passport of each founder and future director;
- each person's residential address and country of tax residence;
- the split of shares between founders and preferences on vesting and cliff;
- the size of the option pool and plans for a SAFE or a round;
- two or three name options;
- a product description, a list of code authors and contractors, domains and trademarks;
- for a flip: the register extract and charter of the TOV, the registration documents of the OÜ or the FOP details, and current contracts with clients and developers.
We give you the exact list after the first conversation. We arrange translations, apostille and e-signing ourselves.
Delaware C-Corp taxes and reporting in 2026
A Delaware C-Corp reports to the State of Delaware, to the IRS and in the states where it does business, and these obligations apply whether or not it has revenue.
| Obligation | Who | Deadline | Basis |
|---|---|---|---|
| Annual report and franchise tax | Every Delaware corporation. Annual report fee $50, minimum tax $175 or $400, maximum $200,000 | By March 1 for the previous year. Late penalty of $200 plus 1.5 percent per month on the tax and penalty | Division of Corporations |
| Form 1120, 21 percent tax | Every C-Corp | The 15th day of the 4th month after the end of the tax year, April 15 for a calendar year. Extension on Form 7004 | IRS, Instructions for Form 1120 |
| Form 5472 | A corporation in which a foreign shareholder directly or indirectly owns 25 percent of the voting power or value of the shares, if it had related-party transactions | Together with Form 1120. Penalty for failing to file or filing a substantially incomplete form: $25,000 | IRS, Instructions for Form 5472 |
| BOI with FinCEN | Companies created in the US are exempt | The final FinCEN rule was issued on August 11, 2026, published in the Federal Register and took effect on August 14, 2026 | FinCEN |
| Delaware corporate income tax of 8.7 percent | A corporation doing business in Delaware. A corporation with only a registered office in the state is exempt | Under state rules | Delaware Code, title 30, section 1902 |
| Taxes and registration in other states | If employees, an office or sales create nexus with a state | Under state rules | State law |
| Withholding on dividends to foreign persons | A corporation paying dividends | At payment. 30 percent by default, no more than 15 percent under the US–Ukraine treaty, and 5 percent for a company holding at least 10 percent of the votes | IRS, NRA withholding, US–Ukraine tax treaty, Article 10 |
| Form D | A corporation selling shares or SAFEs under Rule 506 of Regulation D | Within 15 days after the first sale | SEC |
Form 5472 with a pro forma 1120 for a foreign-owned single-member LLC is a separate rule for LLCs; a corporation attaches Form 5472 to its own Form 1120.
Delaware franchise tax: two calculation methods
The franchise tax of a Delaware corporation is calculated under two methods, and the company may pay under whichever gives the lower amount. The state notice goes to the registered agent in December and is calculated under the share count method.
Authorized Shares Method
- up to 5,000 shares: $175, the minimum;
- 5,001 to 10,000 shares: $250;
- each additional 10,000 shares or part thereof: plus $85;
- maximum $200,000, or $250,000 for a large corporate filer.
Assumed Par Value Capital Method
- you need the total number of issued shares and total gross assets, the asset total from Schedule L of Form 1120 for the year;
- assumed par equals assets divided by issued shares, to 6 decimal places;
- shares with a par value below assumed par are multiplied by assumed par, shares with a par value above it by their own par value, and the sum gives the assumed par value capital;
- the tax is $400 for each million or part of a million; if the capital is under one million, it is prorated, with a floor of $400.
Example using the official formula
A corporation has 10,000,000 authorized shares with a par value of $0.00001, 8,000,000 shares issued and Schedule L assets of $50,000. Under the share count method: 250 plus 999 times 85, a total of $85,165. Under the second method: assumed par of $0.006250, capital of $62,500, a calculated tax of $25, so the minimum of $400 is paid. Plus $50 for the annual report.
If the number of shares or the par value changed during the year, the tax is split into periods prorated by days. The second method needs finished financial statements, so we handle the bookkeeping and the annual report together.
For Ukrainian founders: CFC rules, code rights and currency rules
A founder who is a Ukrainian tax resident must report the Delaware corporation in their Ukrainian filings if it becomes their controlled foreign company.
- Who is a controlling person. Under subparagraph 39-2.1.2 of the Tax Code of Ukraine: a Ukrainian resident holding more than 50 percent, or more than 10 percent if Ukrainian residents together hold 50 percent or more, or a person exercising actual control.
- Notice. The tax authority must be notified within 60 days of acquiring or ending control.
- Annual CFC report. Filed together with the annual return on assets and income, with the corporation's financial statements attached.
- Military levy. For individuals the rate is 5 percent under Law 4015-IX.
- Dividends. We calculate the US withholding and the Ukrainian dividend tax together, taking the double tax treaty into account.
- Code rights. Article 1107 of the Civil Code of Ukraine: an agreement disposing of intellectual property rights is made in writing or electronically, otherwise it is void. Under Article 1114 such an agreement does not require mandatory state registration.
- Currency. National Bank of Ukraine rules on investments abroad and settlements with non-residents change, so we check them for the specific transaction and bank on the date of the deal.
The report and notices are prepared by Crystal Tax accountants: Ukrainian CFC reporting.
How to start your Delaware C-Corp formation
Describe in a few lines the product, the founders and the countries they live in, where the company operates now and your plans for investors. Within one business day we will propose a route: a new corporation or a flip, founder documents, timing and an estimate. The first 10-minute call is free; a detailed 30-minute consultation costs €100.
What else a startup needs
Sources
Delaware Division of Corporations: Annual Report and Tax Information; Delaware Division of Corporations: How to calculate franchise taxes; Delaware General Corporation Law, sections 101 and 102; Delaware General Corporation Law, section 132; Delaware Code, title 30, section 1902; IRS: Instructions for Form 1120; IRS: Instructions for Form 5472; IRS: Form 15620, Section 83(b) Election; IRS: Instructions for Form SS-4; FinCEN: Beneficial Ownership Information Reporting; SEC: Filing a Form D notice; Tax Code of Ukraine (Podatkovyi kodeks Ukrainy), Article 39-2. Reviewed and updated on 27.09.2026.
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Frequently asked questions
Can a non-US founder form a Delaware C-Corp without an SSN?
Do I need to travel to the US?
Delaware C-Corp vs LLC: which is better for a startup?
What is a Delaware flip?
How much is the Delaware franchise tax and how can it be reduced?
Does a corporation need to file Form 5472?
Do we need to file BOI?
What is an 83(b) election and who needs it?
Can I buy a ready-made Delaware corporation?
How are you different from Stripe Atlas?
Who pays taxes in Ukraine?
How long does Delaware C-Corp formation take?
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