How to Register a Delaware Company from India (2026): Delaware C-Corp for Startups, Delaware LLC, Costs, Franchise Tax and the Indian Side

Delaware is the best-known name in US company formation. Indian founders hear it from accelerators, from friends who have raised money in the USA, and from almost every article on "US incorporation". More than half of America's large public companies are incorporated there, and US venture investors expect the startups they back to be Delaware corporations.

That reputation is deserved, but it applies to a specific kind of company. For an Indian startup that will raise money from US investors, a Delaware corporation is usually the right answer. For an Indian freelancer, agency or online seller who simply wants a US company to get paid in dollars, Delaware usually costs more every year than it needs to.

This guide explains how registering a Delaware company from India works, when it is the right choice, what it costs in the first year and every year after, what Delaware's taxes really are, and what changes on the Indian side.

Short answer: an Indian resident can register a Delaware corporation or LLC entirely online, with no US visit, SSN or US partner. With UCB, a Delaware corporation with EIN is $308 all-in and a Delaware LLC with EIN is $309, including the state fee and first-year registered agent. Choose a Delaware C-Corporation if you plan to raise from US investors, accelerators or angels. A Delaware LLC pays a flat $400 annual tax from the 2026 tax year, due every June 1, so for a business that does not need Delaware, a Wyoming LLC is cheaper. A Delaware corporation files a franchise tax report by March 1, and the default calculation can show a frightening figure that is not what a small startup actually owes. On the Indian side, funding the company is generally an ODI through your bank within the $250,000 LRS limit, and putting an Indian company *under* a Delaware parent (a "flip") needs lawyers in both countries.

Who should register in Delaware from India

Delaware is usually right for:

• Startups planning to raise from US investors, accelerators or angel networks. Investors, and their standard documents such as the SAFE, are built around Delaware corporations. See raising US investment as a foreign founder.
• Companies planning stock options for a team, including employees in India.
• Founders with US co-founders or partners who insist on Delaware.
• Businesses expecting an acquisition by a US company, where Delaware is the familiar structure.

Delaware is usually not right for:

• Freelancers, consultants and agencies working from India. A Wyoming or New Mexico LLC gives the same US bank account, Stripe access and US client credibility at a lower yearly cost.
• E-commerce sellers and Amazon sellers without investors. See US LLC for e-commerce sellers.
• Bootstrapped SaaS and app businesses that will grow from customer revenue. See US company for SaaS founders.

See the Delaware LLC guide, the Wyoming LLC guide, best state for non-residents and our state selector.

Delaware corporation or Delaware LLC?

If you might raise money within a year or two, start as a corporation. Converting an LLC into a corporation later is possible but is a legal process with tax consequences, which we refer to a specialist. See LLC vs Inc for non-residents and the US C-Corporation guide.

S-Corporation status, mentioned in many US articles, is not available to companies with non-resident shareholders.

What it costs to register a Delaware company from India

Delaware's own filing fee and the first-year registered agent are already included; nothing is added for the state. A corporation's franchise tax above the minimum, if its share structure or assets make it higher, is passed on at cost plus our 10% processing. Model your numbers with the US company cost calculator.

Delaware's yearly taxes, explained

Delaware LLC: a flat $400

Every Delaware LLC pays a flat annual tax, whether or not it earns anything. Delaware raised it from $300 to $400 from the 2026 tax year, first payable by June 1, 2027. There is no annual report for an LLC. Unpaid tax builds up with a penalty and interest, and an LLC that does not pay for long enough loses its standing.

Delaware corporation: the March 1 franchise tax

A Delaware corporation files an annual franchise tax report with a $50 fee by March 1 each year. The franchise tax can be calculated in two ways:

• the authorised shares method, which Delaware uses by default on its notice; a startup with millions of authorised shares can see a bill of tens of thousands of dollars; and
• the assumed par value capital method, which uses the company's gross assets and issued shares, and for an early-stage startup usually gives a far smaller figure, often the $400 minimum.

Delaware charges the lower of the two when the report is filed with the right information. This is the most common shock for Indian founders after incorporating: a large notice arrives, and some pay it. We file every Delaware corporation's franchise tax report using the most favourable method, so a small startup pays the minimum.

Documents you need from India

No SSN, ITIN or US address is needed to form the company or get its EIN. See EIN for non-residents and open a US company without visiting.

After incorporating a Delaware corporation: the founder checklist

Investors' lawyers will check these during due diligence, so get them right from the start:

• Issue founder shares properly, with board approval, and record them.
• Assign intellectual property created by the founders, including code written in India, to the company.
• File 83(b) elections within 30 days where founder shares are subject to vesting. This is a US tax election with a strict deadline; we tell you about it at formation.
• Keep the federal return current: Form 1120, with Form 5472 if 25% or more is foreign-owned, even before revenue.
• Keep the Delaware franchise tax report current every March 1.

See raising US investment as a foreign founder.

The Indian side: ODI, LRS, TCS and flips

Indian tax and foreign exchange law is outside what we advise on; your chartered accountant and, for flips, a lawyer handle it. In outline:

• ODI. Subscribing to shares in your Delaware corporation, or putting capital into a Delaware LLC, is generally an overseas direct investment under India's overseas investment rules of 2022, made through your authorised dealer bank. A resident individual can invest only in an operating business not engaged in financial services.
• Subsidiaries. Under the same rules, a resident individual who controls a foreign company generally cannot have that company own its own subsidiaries. This matters for structures where the Delaware company is meant to sit above an Indian company.
• LRS and TCS. A resident individual can remit up to $250,000 per financial year; investment remittances above ₹10 lakh a year attract 20% TCS, credited against your income tax later.
• Indian tax and disclosure. Your shares in the Delaware company must be disclosed in your Indian return (Schedule FA), and dividends are taxable in India, with credit for US withholding under the India–US treaty.

The "Delaware flip"

Many Indian startups that raise from US investors end up with a Delaware parent and an Indian subsidiary, either by setting it up that way from the start or by "flipping" an existing Indian company under a new Delaware parent. A flip involves Indian exchange control rules, Indian and US tax, valuation and investor documents. It is legal work that we do not do; we form the Delaware corporation and keep it compliant, and your lawyers handle the flip. If you are considering one, involve lawyers before you incorporate, because the order of steps matters.

Banking and payments

A Delaware company can apply for a US business bank account remotely, with its certificate of incorporation or formation, EIN letter, the founders' passports and proof of address. Startups often use US fintech banks that work well with remote founders. See US business bank accounts for non-residents and Stripe for non-residents.

Worked examples

These are illustrative examples, not client cases.

Example 1: the accelerator offer. Two founders in Bengaluru are accepted into a US accelerator that invests through a SAFE. The accelerator requires a Delaware C-Corporation. They incorporate in Delaware with a startup-standard share structure, issue founder shares, file 83(b) elections, assign their code to the company and open a US bank account. Each March 1, the franchise tax is filed using the assumed par value capital method, so it stays at the minimum.

Example 2: the freelancer who asked for Delaware. A developer in Kolkata wants "a Delaware company" because it sounds prestigious. They have no investors and work for US clients from India. A Delaware LLC would cost $523 a year to keep; a Wyoming LLC costs $121 and does the same job. We recommend Wyoming.

Example 3: the shocking notice. An Indian founder's Delaware corporation has 10,000,000 authorised shares. Delaware's notice shows a franchise tax of tens of thousands of dollars. Recalculated with the assumed par value capital method, using the company's small gross assets, the tax falls to the minimum. The founder had been about to pay the notice in full.

Example 4: Indian company first, Delaware later. A Pune SaaS company, already a private limited company in India, wants to raise from US investors who require a Delaware parent. This is a flip. The founders engage lawyers in India and the USA; we incorporate the Delaware corporation when the lawyers are ready and keep it compliant afterwards.

Common mistakes Indian founders make with Delaware

• Choosing Delaware for prestige when nothing in the business needs it.
• Paying the franchise tax notice as shown instead of recalculating it.
• Forming a Delaware LLC for a startup that will need a corporation for investors.
• Missing 83(b) elections for vesting founder shares.
• Not assigning IP written in India to the US company.
• Skipping ODI formalities when sending the share capital.
• Starting a flip without lawyers, or in the wrong order.
• Ignoring Form 5472 and Form 1120 in the years before revenue.

Frequently asked questions

Can I register a Delaware company from India without visiting the USA? Yes. Incorporation, EIN and the bank application are all remote.

Do I need a US director? No. Indian founders can be the only directors and officers.

Is Delaware better than Wyoming? For a startup raising from US investors, yes. For most other businesses, Wyoming costs less every year for the same result.

Does a Delaware company pay US tax if I work from India? A corporation pays 21% federal tax on its profits wherever its people work. A single-member LLC owned from India usually owes no US income tax if it has no US presence, but files Form 5472 every year. See effectively connected income explained.

Can my Indian private limited company own the Delaware company? Yes, through the ODI route for Indian companies. Your CA and bank handle the Indian approvals.

How UCB helps Indian founders register in Delaware

We incorporate Delaware corporations and LLCs for Indian founders remotely, all-in: a Delaware corporation with EIN is $308. We set a share structure that keeps the franchise tax at the minimum, file the March 1 franchise tax report and annual report (or the LLC's June 1 tax) every year, keep the registered agent in place, and prepare the federal return through our US tax filing service. We have an office in Bangalore and work alongside your Indian CA and lawyers. If Delaware is not the right state for your business, we will tell you. See Delaware company formation.

Starting a US company from India and unsure whether you need Delaware? WhatsApp us at +91 8105 199 399 or email enquiries@ucbsolutions.com, and we will recommend the right state and structure for your plans.