Delaware LLC vs Delaware C-Corporation: Which to Choose?
Delaware LLC (Limited Liability Company)
Best for: Consulting services, B2B businesses, sole operators, French founders who want tax simplicity. Pass-through taxation (profits taxed at member level, not entity level). Most flexible structure. Lower maintenance costs. Harder to raise VC funding.
Delaware C-Corporation
Best for: Tech startups seeking VC funding, companies planning US stock options, businesses expecting institutional investors. Double taxation on dividends BUT VCs and institutional investors require C-Corps. The standard for startups.
Delaware S-Corporation
Pass-through taxation with corporate structure. BUT: S-Corps cannot have foreign shareholders. A French company or French resident cannot be an S-Corp shareholder. This eliminates S-Corp as an option for French founders.
Why Delaware?
Business-friendly courts (Court of Chancery), flexible LLC/Corp laws, no sales tax, strong case law, preferred by investors. Even if you operate in California or New York, form in Delaware and register as a foreign entity in your operating state.
Step-by-Step: How to Incorporate in Delaware Remotely
- Step 1 — Choose a registered agent: Required in Delaware. Options: Incfile ($0/year first year), Harvard Business Services ($50/year), Northwest ($125/year), CT Corporation (premium). They receive official mail on your behalf.
- Step 2 — Choose your entity name: Check availability at Delaware Division of Corporations (corp.delaware.gov). Add "LLC" or "Inc." as required.
- Step 3 — File the Certificate of Formation/Incorporation: Online at corp.delaware.gov or through a registered agent service. LLC: $90 state fee. Corporation: $109 state fee. Expedited: add $50–100.
- Step 4 — Get an EIN (Employer Identification Number): IRS Form SS-4. For non-US owners without an SSN, apply by fax or phone to the IRS International EIN line (+1 267-941-1099). Takes 1–2 weeks. Critical for banking and tax filings.
- Step 5 — Open a US business bank account: Mercury Bank and Relay Bank are the easiest for international founders (no US physical presence required). Traditional banks (Chase, Wells Fargo) require in-person visit.
- Step 6 — Annual compliance: Delaware LLC: pay $300/year franchise tax. Delaware Corporation: pay minimum franchise tax ($175–400) and file an annual report.
The Delaware LLC + French Parent Structure
Many French companies use a Delaware LLC owned by their French entity (SAS or SARL) as their US operating subsidiary. This allows the French company to control the US operations while the LLC handles US contracts, employees, and banking. Tax implications are complex — the LLC may create a US tax obligation for the French parent. Gershon Consulting partners can help structure this correctly.
US Business Banking for French Founders
Mercury Bank
Best for international founders. 100% online. No fees. International wires. Open without US presence. mercury.com →
Relay Bank
Good for operational accounts. Multiple sub-accounts, team cards. International founder friendly. relayfi.com →
Brex / Ramp
US corporate credit cards available to international companies. High limits, good rewards, expense management software included. Useful once you have revenue.
Traditional US Banks
Chase, Wells Fargo, Bank of America — require in-person visit with physical presence in the US. Not practical for remote founders. Consider during a US business trip.
US Company Formation Resources
Delaware Division of Corporations
Official state portal for Delaware entity formation and records
IRS — Get an EIN
Apply for your US Employer Identification Number
Mercury Bank — Best for International Founders
Open a US business bank account remotely
SelectUSA — Setting Up a US Business
US government guide to establishing a business entity
US Trade Shows
Key events to launch your US presence