Complete guide
US Company Formation
Comprehensive 2026 guide to forming a US company as a foreign founder — every step, every cost, every form. From Delaware C-Corp vs LLC vs Wyoming choice through ongoing compliance.
Step 1: Entity selection
Pick the right entity.
First and most consequential choice. Picks for foreign founders:
- Delaware C-Corp — default for VC-fundable startups (95% of YC batch)
- Delaware LLC — services/consulting without outside equity
- Wyoming LLC — bootstrap, privacy, low franchise tax
- Nevada LLC — privacy + 0% state tax (but reputation concerns)
- S-Corp — NOT available for foreign-owned (US persons only)
Step 2: State selection
Pick the state.
After entity, the state. 90% of foreign-founder companies pick Delaware or Wyoming.
Step 3: Name reservation
Reserve the name.
Check Delaware Division of Corporations name availability. Names must include 'Inc' or 'Corp' (C-Corp) or 'LLC' (LLC).
- Search Delaware Division of Corporations database
- Avoid restricted words: bank, insurance, university (need licences)
- Check trademark availability at USPTO
- Reserve name for 120 days ($75)
- Or file directly without prior reservation
Step 4: Appoint registered agent
Get a registered agent.
Delaware mandates a registered agent — must have physical Delaware address. Cost: $50-$200/year.
- Northwest Registered Agent ($125/yr) — popular
- Harvard Business Services ($50/yr) — cheapest
- Stripe Atlas (included in their package)
- BQP — included in our $999 package, Year 1
Step 5: File formation
File incorporation.
Submit Certificate of Incorporation (C-Corp) or Certificate of Formation (LLC) with Delaware. Processing: standard 3-5 days, expedited same-day ($1,000 extra).
- File online via Delaware Division of Corporations
- Authorized shares: 1,500 (default) — keep low to minimise franchise tax
- Par value: $0.0001 (default for VC-style)
- Director/Manager: must list at least one
- State filing fee: $89 standard, $1,089 24-hour expedited
Step 6: Apply for EIN
Get the EIN.
Employer Identification Number — required for taxes, banking, payroll, contracts. IRS issues. Free.
- File Form SS-4 with IRS
- No SSN required — use 'Foreign' in field requiring SSN
- Fax method: 1-4 weeks for foreign applicants
- Online method: SSN-only (not available without SSN)
- ITIN can be used instead of SSN for online application
- BQP handles this for all clients
Step 7: Bylaws / Operating Agreement
Internal governance.
Legal document defining company internal rules. Mandatory.
- C-Corp: Bylaws (board, officers, shares, voting, indemnification)
- LLC: Operating Agreement (members, management, distributions)
- Issue founders' stock (C-Corp) or membership interests (LLC)
- 83(b) elections within 30 days of stock issuance — critical for tax
Step 8: US bank account
Open US bank.
Critical for actually operating. Foreign founders use Mercury, Brex, or Wise — all online onboarding.
- Mercury: most popular for startups; free; debit card included
- Brex: card + banking; requires venture-style backing
- Wise Business: multi-currency; lower fees on FX
- Required: EIN, formation docs, registered agent address, founder ID
- Onboarding: 1-4 weeks; expedited if pre-funded
Step 9: Ongoing compliance
Stay compliant.
Yearly obligations. Foreign-owned entities have additional reporting.
- Delaware franchise tax — annual (min $400 C-Corp, $300 LLC)
- Federal Form 1120 (C-Corp) or 1065 (LLC) — annual income tax
- Form 5472 — if foreign-owned 25%+ (mandatory; $25k penalty if missed)
- BOIR / CTA Beneficial Ownership Report — initial + updates
- State franchise/income tax where applicable
- Quarterly estimated tax (Form 1120-W)
Total cost
All-in cost.
Year 1 + ongoing, transparently.