US Incorporation for Indian Founders, a 7-step checklist.

Pick the state before you file anything. The decision drives cost, flexibility, and whether US VCs will invest later.

• Delaware C-Corp — if US VC is in the 12-month plan. VC-ready, 83(b) + QSBS mechanics work, standard preferred-share machinery. Annual cost ~USD 600-1,500.
• Wyoming LLC — if bootstrapped / cash-flow business, no US VC planned. Lower annual cost (~USD 150-250), privacy-friendly, pass-through tax. NOT VC-fundable.
• Delaware LLC — middle ground. Delaware legal infrastructure + LLC pass-through. Convertible to C-Corp via F-reorg if VC path emerges.
• Document the decision and share with co-founders before filing.

File the Certificate of Incorporation (C-Corp) or Certificate of Formation (LLC) with the state. Appoint a registered agent in state.

• Choose company name — check Delaware name availability at icis.corp.delaware.gov or Wyoming at wyobiz.wyo.gov.
• File Certificate of Incorporation / Formation online. Delaware: USD 90-200 state fee. Wyoming: USD 100 state fee.
• Appoint a registered agent (required): Harbor Compliance, Northwest Registered Agent, or similar. USD 100-250/year.
• Receive Certificate from state (1-3 business days typically; same-day expedited available).
• Draft and sign Operating Agreement (LLC) or Bylaws + Shareholder Agreement (C-Corp).
• Issue founder shares (C-Corp) or allocate member units (LLC). Record in cap table.

EIN (Employer Identification Number) is the US entity's tax ID. Required for bank account, tax filings, hiring. Non-US-residents (no SSN) use a specific application route.

• Complete Form SS-4. Line 7b: write "Foreign" (no SSN / ITIN).
• Submit via fax (+1-855-215-1627 for international applicants) OR international phone to IRS Business & Specialty Tax Line (+1-267-941-1099, Mon-Fri 7am-7pm Eastern).
• Phone route is faster (same-day EIN) but requires live call and specific wording.
• Fax route: 4-8 weeks typical, 2-4 weeks optimistic.
• Retain the EIN assignment letter (CP-575) — required for bank, Stripe, future filings.

Fintech platforms accept Indian-founder entities remotely. Traditional US banks almost always require physical visit; skip them.

• Mercury (preferred for most Indian founders): fully-remote onboarding, FDIC via partner banks, Treasury yield on balances USD 500K+, no monthly fees.
• Brex: corporate cards + spend management; prefers funded entities, may decline pre-revenue applicants.
• Required documents: Certificate of Incorporation + EIN letter + Operating Agreement / Bylaws + founder passport + proof of founder address (utility bill or bank statement, less than 3 months old).
• Entity + founder addresses on the application must be consistent (Delaware registered + founder residential).
• Approval 2-5 business days typically.

Any Indian resident setting up / investing in a foreign entity triggers Overseas Direct Investment (ODI) under FEMA. The Automatic Route handles most Indian-founder cases without RBI pre-approval.

• Open outward remittance via Authorised Dealer bank (your Indian bank's forex desk). HDFC, ICICI, Axis, SBI all support LRS and ODI remittances.
• Individual LRS limit: USD 250,000 per financial year. Multiple individuals (founders) can each use their own LRS.
• Indian company investor: Automatic Route up to 400% of Indian net worth.
• File Form ODI within 30 days of remittance via the AD bank. The bank forwards to RBI.
• Receive UIN (Unique Identification Number) from RBI — store it; future reporting references it.
• Annual Performance Report (APR) filing cadence set up (first APR due 12 months post-first-investment).
• Press Note 3 check: if any beneficial owner is from land-border country (China, Pakistan etc.), approval route applies.

If Delaware C-Corp and founders received restricted stock subject to vesting, 83(b) locks in near-zero taxable amount at grant. Missing the 30-day window is unrecoverable.

• Prepare the 83(b) election form (one-page IRS filing + copy to the company + copy for your records).
• Mail by USPS Certified Mail with Return Receipt to the IRS Service Center listed in current Form 83(b) instructions. Within 30 days of restricted stock grant.
• Retain Certified Mail receipt + Return Receipt acknowledgement.
• Also provide a copy to the C-Corp for its records.
• Skip this step if no restricted stock issued (common for pure LLC setup without vesting).

Annual filings start in year 1. Missing these creates compounding penalty exposure (Form 5472 at USD 25,000 per year, FBAR penalties, state franchise penalties).

• Delaware franchise tax annual — due 1 March for C-Corps, 1 June for LLCs. Minimum USD 400 (C-Corp) or USD 300 (LLC).
• Form 5472 + pro forma 1120 for foreign-owned LLCs — due 15 April, extensible to 15 October via Form 7004. Paper-filed to Ogden, Utah. USD 25,000 penalty per year if missed.
• Form 1120 full return for C-Corps — due 15 April (calendar year), extensible to 15 October. Even if zero income, must file.
• State registrations — foreign qualification in each state where you have employees, inventory, or significant business presence.
• FBAR — if you become US-tax-resident later (green card, 183 days), FinCEN 114 for all foreign accounts above USD 10K aggregate. Due 15 October.
• BOIR / CTA — monitor FinCEN's current rule (March 2025 interim exempts domestic entities; may revert).
• Transfer pricing documentation — if the US entity services your Indian entity or vice versa, set up cost-plus 10-15% inter-company agreement in year 1. Section 92D India + US contemporaneous.