CA for Delaware C-Corp from India.

Delaware C-Corp is the entity 95%+ of US venture capital term sheets require. Reasons:

• Delaware General Corporation Law is the gold standard for US corporate law. Delaware Court of Chancery is the specialist corporate court — disputes resolve predictably.
• Preferred stock machinery — standard VC term sheets, voting agreements, drag-along, protective provisions, anti-dilution all assume Delaware C-Corp.
• 83(b) election — founders holding restricted stock can file 83(b) within 30 days to lock in near-zero taxable basis.
• QSBS Section 1202 — US-resident founders holding C-Corp stock 5+ years may qualify for up to USD 10M (or 10x basis) US capital-gains exclusion at exit.
• Standard preferred-share series (Series Seed, Series A, Series B) have Delaware case-law support.

A standard BQP Delaware C-Corp mandate for an Indian founder includes:

1. Entity formation — Certificate of Incorporation filed with Delaware Secretary of State. Standard authorised shares structured for VC-track (10M shares at USD 0.00001 par value).
2. EIN — Form SS-4 via international phone (faster) or fax, non-SSN route.
3. Delaware Registered Agent — appointed in-state.
4. Bylaws + Shareholder Agreement + Founder Stock Purchase Agreement.
5. Founder restricted-stock issuance with vesting schedule (standard 4-year, 1-year cliff).
6. 83(b) election — filed by Certified Mail to IRS within 30 days of restricted-stock issuance. Return Receipt retained. The single most critical founder-equity administrative task.
7. Mercury or Brex business bank introduction.
8. FEMA ODI on India side — Form ODI within 30 days of outward remittance to fund the Delaware C-Corp.
9. Delaware franchise tax calculation — critical to use Assumed Par Value Method (typically USD 400 minimum) rather than Authorised Shares Method (which can produce bills in the USD 80K+ range for a standard VC-track entity).
10. Year-1 compliance calendar — Form 1120 full return, Form 5472 if 25%+ foreign-owned with reportable transactions, Delaware annual report + franchise tax by 1 March, state registrations.

Common mistakes we clean up for Indian founders who did DIY or used a template-only platform:

• 83(b) missed within 30-day window. Unrecoverable. At each future vesting tranche, founder recognises ordinary income on then-FMV — in a successful startup, this can be millions in tax owed with no cash from the stock. We file 83(b) by Certified Mail with Return Receipt and retain acknowledgement in your records.
• Delaware franchise tax Authorised Shares Method applied by default. Delaware bills ~USD 85,000 for a standard 10M-share C-Corp under this method. The Assumed Par Value Method reduces this to ~USD 400 for a pre-revenue startup. Most DIY founders file the wrong method year 1 and overpay by USD 84,000+.
• Form 5472 missed. Required for 25%+ foreign-owned US corporations with reportable transactions. USD 25,000 penalty per form per year under IRC Section 6038A. We handle Form 5472 annually under the ongoing engagement.
• FEMA Form ODI not filed in 30 days. The outward remittance was done but Form ODI was never filed. Years later, UIN missing, APR not filed, the structure is quietly non-compliant. Scoping call covers this immediately.
• QSBS clock not understood. Founders think the 5-year holding period for QSBS starts at the Indian company incorporation. It does not — it starts at the Delaware C-Corp stock issuance (flip date for post-flip founders). Flipping early starts the clock earlier.