Steps to start a Delaware company
The process for Delaware company registration for non-residents is quite similar to that of a domestic company formation although there may be some extra requirements.
1. Choose a name for a Delaware company
One of the important steps towards setting up a Delaware Company as a non US resident is to identify a name and reserve it. Firstly, you will need to identify a name that is unique and available. You have to check for availability by performing a name search on the website of the Department of State: Division of Corporations. If your chosen name is unique and available then you have to reserve it online or by submitting a paper form. The fee is $75 and the form is submitted with the Delaware Secretary of State. A name can be reserved for a period of 120 days and is important if you plan to open a Delaware company online.
2. Hire a Registered Agent
A Delaware company registration for non-residents is possible only if you are in compliance with all requirements of the state and this includes hiring a registered agent. A new business as well as existing business in the state has to hire and maintain a registered agent pursuant to 8 DE Code § 132 (2012 through 146th Gen Ass) for corporations and 6 DE Code § 18-104 (2016) for LLC. The primary objective of a Delaware registered agent like IncParadise is to receive all official mails from the office of the Secretary of State and also handle service of process on your behalf. We can be your registered agent in Delaware for handling of service of process and fulfill other business related requirements.
3. File Certificate of Incorporation or Certificate of Organization
The most important step towards setting up a Delaware company as non US residents is filing for the formation documents. The documents will differ according to the type of business entity you form. If you are planning to form a stock corporation then you will have to apply for the Certificate of Incorporation pursuant to 2 DE Code § 102 (2014 through 146th Gen Ass). You have to submit a cover memo and a minimum fee of $89 along with the incorporation certificate form to the Delaware Division of Corporations.
If the Delaware company registration for non-residents is a limited liability company then you will be required to file the Certificate of Formation pursuant to 2 DE Code § 18-201 (2014 through 146th Gen Ass). You have to submit a cover memo and a fee of $90 along with the form to the Delaware Division of Corporations. You can submit the form by mail or open a Delaware company online.
4. Obtain Employee Identification Number or EIN
An Employer Identification Number (EIN) is a 9-digit unique identification number that is assigned to a business entity by the Internal Revenue Service (IRS). This is also known as the Federal Tax Identification Number (FEIN) and it is mandatory for a company to obtain an EIN prior to setting up a Delaware Company as a non US resident. This number is used for filing tax returns and is also required during Delaware company formation with a bank account, applying for loans, and other business related activities. It is important to note that as a US non-resident, you will not be required to show or possess a Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN) to obtain an EIN.
5. Open a business bank account
Delaware company formation with a bank account is possible and you are not required to be a U.S. resident alien or American citizen to open a business bank account in Delaware. Although, each bank in the U.S has its own set of requirements, if you have your Certificate of Incorporation or Certificate of Organization and Employee Identification Number (EIN) then you will be able to apply for a Delaware business bank account. You may also be required to furnish other information such as location or address of your company and address of your registered agent. You can apply for a business bank account prior to or after setting up a Delaware company as a non US resident. Some of the common documents required by Non-US residents for a business bank account include:
- Certificate of Incorporation or Formation
- Federal Tax ID Number (EIN)
- Proof of address
- Photo ID (such as a valid passport)
- LLC Operating Agreement if you have formed an LLC
- Corporate bylaws
6. Maintain annual corporate compliance and requirements
Once you open a Delaware company online, it is important to ensure that you maintain annual corporate compliance and requirements of the state as this will help your business to enjoy active status. The annual requirements vary from one state to another and are also different for different forms of businesses. If you are setting up a Delaware Company as a non-US resident, then the requirements will be the same as a domestic or foreign company operating in the state. There are primarily three requirements and they are:
If a company fails to maintain annual corporate compliance and requirements then the state may charge penalties and even administratively dissolve the said business entity.
7. Use virtual office/mail forwarding service
One of the primary requirements for a Delaware company registration for non-residents is a physical address. You can form any business in Delaware but you will need to provide the business address in the formation documents and also for obtaining business related documents like a business license or even a tax ID like EIN. It is not always possible to own a brick and mortar office or rent out a commercial space, especially if you reside outside the U.S. In such a scenario, you can still obtain a business address to open a Delaware company online and this is possible through opting for a virtual office or a mail forwarding service.
IncParadise can provide you with a virtual office and mail forwarding services in Nevada and Wyoming. In fact, you can start a new business in Delaware and opt for Nevada mail forwarding or virtual office services. One of the salient benefits of opting for a mail forwarding service is that you will never have to compromise on communication with your customers and vendors even if you were to change office address or move to another location