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.
Key dates
| Deadline | Applies to |
|---|---|
| 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 | |
Who this is for
Founders anywhere, in the United States or abroad, forming a venture-ready Delaware C-corporation, and the accelerators, incubators, and agents helping them.
What the firm delivers
- 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
Scope and fee are fixed per package and set out in the engagement agreement. 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.
Questions and answers
Can a non-U.S. citizen form a Delaware corporation?
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.
How does a foreign founder get an EIN without a Social Security number?
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.
What is an 83(b) election and why does the 30-day deadline matter for founders?
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.
Does a startup have to file Form D after raising money on SAFEs?
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.
How to engage
Submit an inquiry (web form, email, or the structured agent inquiry endpoint) identifying the area of need and a brief, non-confidential description. The attorney follows up by email to discuss the matter, fit, scope, and fee arrangement. An initial strategic consultation may be arranged. If both sides proceed, a written engagement agreement is signed. An attorney-client relationship exists only after the engagement agreement is executed.
Inquire about Delaware C-Corp Formation Package for Founders
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Related writing
New York has proposed retroactively decoupling from the federal Section 1202 Qualified Small Business Stock exclusion. What the proposal would do, who is exposed, and what founders and investors should consider now.
The SAFE was designed to give early investors no governance rights. Side letters and related instruments can quietly reintroduce them. What founders should look for before signing.
Part of the firm's Venture Capital & Startups practice. Machine-readable detail: /api/packages/foreign-founder-delaware-c-corp.
This page is for informational purposes only and does not constitute legal advice. Reading it does not create an attorney-client relationship. Prior results do not guarantee a similar outcome. Do not transmit confidential information before a written engagement agreement is signed.