Court of Chancery, NVCA standard governance, and Stripe Atlas day 1. The default for US institutional VC rounds.
When Delaware, USA is the right call, and when it is not.
Delaware C-corp is the universal US VC term sheet default. Court of Chancery has the deepest corporate jurisprudence in the world. Stripe, Shopify, OpenAI. Every modern VC backed company files here.
Federal 21% corporate tax + 0% Delaware state tax (if no Delaware operations). Clean US presence for global founders. ITINs and Wyoming LLC owner setups are well supported by US banks and Stripe.
68+ DTAs including most OECD partners. Limited Partnership and LLC give pass through tax for non US owners. Delaware corporate flexibility (multiple share classes, easy preferred stock).
Federal 21% applies to all C-corp profits. Pass through structures (LLC, S-corp) shift to personal rates. For lower tax jurisdictions:
Delaware brings federal level US obligations (BOI, FATCA, IRS reporting) even with no US operations. CFC rules apply for European founders. For pure international setup:
Working data for Delaware, USA. Cite check each figure before use.
Bundle for Delaware, USA, one invoice.
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Each rate, threshold, and deadline below is cited from an authoritative source.
Information is provided for general guidance and reflects tax year 2025 unless noted. Specific situations require advice from a local practitioner. Always confirm against the cited tax authority and registrar before relying on a figure.