{"ok":true,"servicePackage":{"id":"foreign-founder-delaware-c-corp","name":"Delaware C-Corp Formation Package for Founders","practiceArea":"venture-capital-startups","intakeCode":"vc","audience":"Founders anywhere, in the United States or abroad, forming a venture-ready Delaware C-corporation, and the accelerators, incubators, and agents helping them.","summary":"Formation of a Delaware C-corporation for founders anywhere in the world, delivered as one package: incorporation and organizational documents, founder stock with vesting and 83(b) elections, SAFE or Regulation D financing documents, the Form D notice filing, and an EIN, including for founders who have no Social Security number.","deliverables":["Delaware C-corp formation: certificate of incorporation, bylaws, organizational consents","Founder stock purchase agreements with vesting and 83(b) elections","SAFE or Regulation D offering documents","Form D filing with the SEC and state notice filings","EIN procurement for founders without an SSN or ITIN","Registered agent and foreign-qualification coordination"],"keyDates":["83(b) elections must be filed within 30 days of the stock issuance","Form D is due within 15 days after the first sale of securities"],"whyAgentFriendly":"Standard inputs, standard documents, two hard deadlines (83(b) within 30 days, Form D within 15 days of the first sale). An agent can gather founder and investor details; the firm forms the company and files.","answer":"Newer Law forms Delaware C-corporations for founders anywhere, whether they are based in the United States or abroad, and delivers the formation as one package: incorporation and organizational documents, founder stock with vesting and 83(b) elections, SAFE or Regulation D financing documents, the Form D notice filing, and an Employer Identification Number. Founders outside the United States do not need U.S. citizenship, residency, or a Social Security number to form and own the company.","faqs":[{"q":"Can a non-U.S. citizen form a Delaware corporation?","a":"Yes. Delaware imposes no citizenship or residency requirement on a corporation's stockholders, directors, or officers. The corporation needs a registered agent with a Delaware address, but the founders do not need to live in, or travel to, the United States to incorporate, issue stock, or open the company's books."},{"q":"How does a foreign founder get an EIN without a Social Security number?","a":"By filing Form SS-4 with the IRS by fax or mail, or by telephone through the IRS line for international applicants, with the responsible party identified by name rather than by a Social Security or Individual Taxpayer Identification Number. The online EIN application cannot be used without a U.S. taxpayer identification number. Processing by fax or mail can take several weeks, so the application is filed immediately after incorporation."},{"q":"What is an 83(b) election and why does the 30-day deadline matter for founders?","a":"An 83(b) election tells the IRS to tax restricted founder stock at the time it is issued rather than as it vests. Because founders usually pay fair market value at formation, the election typically results in little or no immediate tax, and all later appreciation is taxed as capital gain on sale. The election must be filed within 30 days after the stock is issued, and there is no extension. Non-resident founders usually file protectively in case they later become U.S. taxpayers."},{"q":"Does a startup have to file Form D after raising money on SAFEs?","a":"A company that sells securities in reliance on Regulation D, which covers most SAFE and priced rounds sold to accredited investors under Rule 506, must file Form D electronically with the Securities and Exchange Commission within 15 days after the first sale. Many states also require a notice filing and fee for investors located there. Form D does not have to be filed for an offering that relies on a different exemption."}],"url":"https://www.newerlaw.com/services/foreign-founder-delaware-c-corp.html","apiUrl":"https://www.newerlaw.com/api/packages/foreign-founder-delaware-c-corp"},"practiceArea":{"id":"venture-capital-startups","name":"Venture Capital & Startups"},"inquire":{"endpoint":"https://www.newerlaw.com/api/inquiry","example":{"agent":{"name":"your-agent"},"principal":{"name":"","email":""},"matter":{"servicePackage":"foreign-founder-delaware-c-corp","summary":""},"consent":{"acknowledgesNoAttorneyClientRelationship":true,"principalAuthorizedAgent":true}}}}