US state · Delaware
US Incorporation in Delaware
Delaware — the gold standard for US incorporation. 95% of YC-batch companies and 60%+ of Fortune 500 are Delaware-incorporated. Here's why, and how to do it right.
Delaware at a glance
Key facts.
All the numbers that matter when choosing a state.
| Criterion | Delaware |
|---|---|
| State corporate tax | 8.7% — but only on Delaware-source income; foreign-derived exempt |
| Annual franchise tax (min) | $400 for C-Corp, $300 for LLC |
| Authorized shares strategy | Default 1,500 par-value shares; high authorized shares spike franchise tax |
| Court of Chancery | Most experienced US business court — clear case law |
| Privacy | Director list public; shareholders private |
| VC preference | Highest — default for VC-backed startups |
| Best for | VC-fundable startups, anything expecting outside equity, M&A targets |
How to incorporate
The process.
What it takes to form an entity in Delaware.
- Choose entity (C-Corp / LLC)
- Reserve name with Delaware Secretary of State
- Appoint registered agent in Delaware
- File articles of incorporation/formation
- Get EIN from IRS (Form SS-4)
- Open US bank account
- Comply with Delaware-specific requirements
- Ongoing annual reports + franchise tax
Adjacent