Can a Non-US Resident Form a Delaware Corporation?

For more on this topic of Delaware corporations, you can read our article, Why do Startups Incorporate in Delaware. One popular reason for international startups to form a Delaware corporation with accelerated growth is to establish a US presence that will attract US investors, since most US investors will not invest in a foreign legal entity.

Non-US Resident as a Delaware Incorporator

The State of Delaware website describes who qualifies as an incorporator in Section 101 of the Delaware General Corporation Law:

"Any person, partnership, association or corporation, singly or jointly with others, and without regard to such person's or entity's residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation..."

The short answer is any person, regardless of where that person resides (in the US or outside), may form a C corporation in Delaware. There is no specific State of Delaware requirement that the person be a resident of Delaware or a US resident. The US government has little to no controls or restrictions on stock ownership.

Non-US Resident Stock Ownership in a Delaware Corporation

It's also important to note that visa or immigration status has no bearing on ownership or interest in a Delaware corporation. A startup founder in Egypt, Ukraine, Croatia, Slovakia, or California can be a stockholder in a Delaware C corporation. Any foreign founder in any country can own stock in a Delaware corporation. Our law firm regularly helps foreign founders that wish to setup a legal entity in the USA, often because venture capital and other investors will often require the US entity formation as a prerequisite to writing a check for investment.

Non-US Resident Employment in a Corporation

The question of employment in a US corporation is a different issued, however. The US government can and does regulate foreign workers working in the United States. If you plan to work for a corporation in the United States and are not a US citizen or green card holder, proper work authorization will be required.

Next Steps for a Non-US Resident Starting a Corporation

If you are a non-US resident founder looking to expand your startup or business, or if you have any questions surrounding your legal status and qualifications as a non-US resident, the Lloyd & Mousilli team is ready to answer all your questions to understand your visa options. Book a free consultation call here.