Documents written for Delaware
Term sheets, SAFEs and option plans are drafted for a Delaware corporation.
Cleared by the LLC
Built for · Fundraising
A Delaware C‑Corporation for founders abroad raising from US investors
US venture investors' paperwork assumes a Delaware corporation, because of decades of Delaware case law and standard documents that fit it without changes. If you'll raise from them, form what they expect.
01 · Why a US company
What it does for founders raising from US investors.
A C-Corporation issues stock, which is what a SAFE converts into and what an option plan grants.
Read the full explanation
A C-Corporation issues stock, which is what a SAFE converts into and what an option plan grants. Delaware's Court of Chancery has decided a century of disputes between founders and investors, and the standard documents were written around those decisions. An investor asked to fund a Wyoming LLC will usually ask you to convert first, and to pay the lawyers who do it.
That recognition has a real cost: $110 to file, an annual report and franchise tax due every 1 March, board consents and minutes, and a corporate tax return on Form 1120. It's worth paying when the investors are real, not in case they might be.
- 01
Stock investors can buy
A C-Corporation issues stock, which is what a SAFE converts into.
seed investor payout+250,000.00 USD - 02
Written for Delaware
Term sheets, SAFEs and option plans fit a Delaware corporation without changes.
Governing lawDelaware - 03
Room for vesting and options
Founders' stock vests, and the share structure leaves room for an option pool.
Authorised shares10,000,000 - 04
A court built for companies
Delaware's Court of Chancery has decided a century of disputes between founders and investors.
Founders · InvestorsSeparate accounts
02 · What stands in the way
Three things in the way, and one way through.
Eligibility rules that name Delaware
Accelerators and funds often name a Delaware corporation in their eligibility rules.
Cleared by the LLC
Vesting and a cap table
Founders' equity needs vesting, and the cap table will be read by more than one person.
Cleared by the LLC
A Delaware C-Corporation, formed to be funded.
Stock, a board and the documents investors expect, with its EIN and a US bank account.
Start a company03 · Your options
Three ways to raise from US investors.
US funds and angels can invest in all three, after work. Only one is what their documents already assume.
| Your company at home | A Wyoming LLC | A Delaware C-CorpWhat we set up | |
|---|---|---|---|
| What their documents assume | A cost or a limit: A US parent, usually after a flip | A cost or a limit: A corporation, so convert first | Works in your favour: This |
| SAFEs and option plans | A cost or a limit: Rarely, as written | A cost or a limit: Not as written, for units | Works in your favour: Written for it |
| Founders' vesting | Neutral: Your country's rules | Neutral: Profits interests, less standard | Works in your favour: Stock, with an 83(b) election |
| US tax on the profit | Neutral: Your country's | Works in your favour: Usually none, run from abroad | A cost or a limit: 21% federal, on the corporation |
| Yearly cost to the state | Neutral: Your country's | Works in your favour: $60 | A cost or a limit: $450 |
| Yearly US filing | Works in your favour: None | A cost or a limit: Form 5472 | A cost or a limit: Form 1120, with 5472 if 25% foreign-owned |
Works in your favourNeutralA cost or a limitAlready have a company at home with traction? Investors often ask for a Delaware parent above it, a 'flip'. That's lawyers' work, done before the round.
Your company at home
- What their documents assume
- A US parent, usually after a flip
- SAFEs and option plans
- Rarely, as written
- Founders' vesting
- Your country's rules
- US tax on the profit
- Your country's
- Yearly cost to the state
- Your country's
- Yearly US filing
- None
A cost or a limit:
A cost or a limit:
Neutral:
Neutral:
Neutral:
Works in your favour:
A Wyoming LLC
- What their documents assume
- A corporation, so convert first
- SAFEs and option plans
- Not as written, for units
- Founders' vesting
- Profits interests, less standard
- US tax on the profit
- Usually none, run from abroad
- Yearly cost to the state
- $60
- Yearly US filing
- Form 5472
A cost or a limit:
A cost or a limit:
Neutral:
Works in your favour:
Works in your favour:
A cost or a limit:
A Delaware C-CorpWhat we set up
- What their documents assume
- This
- SAFEs and option plans
- Written for it
- Founders' vesting
- Stock, with an 83(b) election
- US tax on the profit
- 21% federal, on the corporation
- Yearly cost to the state
- $450
- Yearly US filing
- Form 1120, with 5472 if 25% foreign-owned
Works in your favour:
Works in your favour:
Works in your favour:
A cost or a limit:
A cost or a limit:
A cost or a limit:
Works in your favourNeutralA cost or a limitAlready have a company at home with traction? Investors often ask for a Delaware parent above it, a 'flip'. That's lawyers' work, done before the round.
04 · Step by step
From company to first SAFE signed, in seven steps.
The 83(b) clock is the one that can't be missed. Everything else can be fixed later; that can't.
Step 1: Decide before you form
Investors within two years: a Delaware C-Corporation now. Converting an LLC later works, but costs legal fees when you can least spare them.
Before you orderYou and your co-foundersStep 2: Form the corporation
We file the certificate with the share structure investors expect, and draft the bylaws and first board consents. Delaware takes two to three weeks; its next-day service is $59 from us plus $50 to the state.
2–3 weeksWe do itStep 3: Issue founders' stock, with vesting
Each founder buys their shares under a stock purchase agreement with vesting, and assigns to the company any code, designs or IP made before it existed.
Day oneYou, with the boardStep 4: File each 83(b) within 30 days
Form 15620, mailed to the IRS within 30 days of the stock grant, with a copy to the company. A founder abroad without an SSN still files it. Miss the day and there's no fixing it.
Within 30 daysEach founderStep 5: Get the EIN and open the bank
Without a Social Security Number the IRS issues the EIN by fax; the expedited EIN, $199, has us file the day the company exists. The bank account is where investors wire the money.
WeeksWe do it, then youStep 6: Take the money on standard terms
Most first cheques come on a SAFE. Within 15 days of the first sale, file Form D with the SEC; it costs nothing. Check that each investor is accredited.
Each roundYou, with a lawyerStep 7: Keep it in good standing
Delaware's annual report and franchise tax by 1 March, Form 1120 by 15 April with Form 5472 if foreigners own 25% or more, and board consents for every issue of stock.
Every yearOn your calendar
05 · The honest part
What to know before you order.
When is the 83(b) election due?
The 83(b) election has a thirty-day clock
Founders who receive stock that vests file an 83(b) election with the IRS within thirty days of the grant, or pay tax on the stock as it vests, at its value then. A founder abroad without an SSN still files it, with a note in place of the number.
Read more
Miss the window and there's no way to fix it.
Does a C-Corporation pay US tax?
A corporation is taxed on its own profit
Unlike an LLC, a C-Corporation pays US corporate tax on its profit, and dividends to a shareholder abroad are withheld on.
Read more
Most funded startups run at a loss for years, which is why that matters less than it sounds, and why an LLC is better for a business that will be profitable without funding.
Where is the corporation resident for tax?
Your own country
A corporation managed day to day from your country may be resident there for tax.
Read more
Your accountant will need to know where the company is really run.
Sources: Delaware Division of Corporations, franchise tax; IRS Form 15620, the section 83(b) election; SEC, filing a Form D notice; SEC, accredited investors; Y Combinator, the SAFE documents; 26 US Code § 1362, S-Corporation election; IRS, Instructions for Form 1120.
06 · What it costs
What the first year costs, line by line.
Ours and Delaware's from our price list. Nothing here is a bundle.
| Cost | Amount | When | What it covers |
|---|---|---|---|
| Launch, Delaware C-Corp | $359 | First year | $249 to us and $110 to Delaware, at cost. The corporation, the EIN, the bylaws and first consents. |
| Delaware next-day filingOptional | $109 | Once | $59 to us and $50 to Delaware, instead of two to three weeks. |
| Expedited EINOptional | $199 | Once | Gets the bank account open before the first wire. |
| Form D | Free | Each round | Filed with the SEC within 15 days of the first sale. |
| From the second year | $699 | Every year | $249 for Launch and $450 to Delaware: the annual report and the minimum franchise tax for ten million shares. Form 1120 is an accountant's fee on top. |
Legal fees for a priced round are the investors' lawyers' and yours, and depend on the round. A SAFE on standard terms needs far less.
The plan that fits
Launch, usually.
Delaware's next-day filing is there if a round is waiting.
Launch
Fits a funded startupFor your first company, when it needs to exist and nothing more yet.
What it covers
- Your Delaware C-Corporation, filed, with the state fee at cost
- Bylaws, the first consents and your 83(b) date
- The EIN, without a Social Security Number
The annual report and franchise tax are due to Delaware every 1 March.
07 · Questions
Questions from founders raising from US investors.
If yours is not here, email us at hello@baseacross.com before you order.
Yes: Form D with the SEC within 15 days of the first sale of securities in the round, which costs nothing. And check that each investor is accredited.
The certificate of incorporation and good standing, the bylaws and board consents, a cap table that matches the stock ledger, each founder's stock agreement with vesting and filed 83(b), and IP assignments from everyone who built the product.
Now, if investors are within two years. Converting a Wyoming LLC into a Delaware corporation works, but it costs legal fees and a few weeks at the moment you least want to spend either.
A Delaware C-Corp on Launch is $359 for the first year: $249 for Launch and $110 to Delaware, at cost. After that it is $699 a year, $249 to us and $450 to Delaware.
Ready when you are
Answer the questions. We do the filing.
It takes about four minutes. You see the whole order, Delaware fee included, before anything is charged.
Step 1 of 10 · About four minutesNothing charged yet
You're startingC-Corp · DE
Start a companyLaunch · $359 · Delaware fee included