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A Delaware company is a corporation or a limited liability company on the register of the Delaware Division of Corporations. It does not have to trade in Delaware, and its owners need not live there or anywhere in the United States: the General Corporation Law lets any person incorporate whatever their residence or domicile. Asked why companies choose the state, the Division points to its corporate statute, which it describes as the nation’s most advanced and flexible, and to the Court of Chancery, a specialised business court of over 225 years whose judgments account for most of modern American corporate case law. The LLC Act adds wide freedom of contract between members.
The corporation is the form usually set up for investors and for holding companies; the LLC is what most owners abroad form. Federal tax is the same in every state, so Delaware is chosen for its law, not to reduce federal tax; the federal rules and the choice between states are in our USA company guide.
| Delaware LLC | Delaware corporation (Inc, Corp) | |
|---|---|---|
| Law | Limited Liability Company Act, Title 6, chapter 18 | General Corporation Law, Title 8, chapter 1 |
| Usual use | Most companies owned from abroad | Companies raising investment; holding corporations |
| Owners on the state record | No members and no managers | No stockholders; directors appear on each annual report |
| Federal tax | Disregarded or a partnership unless it elects otherwise, and Delaware follows that classification | Corporate income tax at 21% |
| Sold ready-made as | A Delaware shelf LLC | A Delaware shelf corporation |
The Division also files limited partnerships, statutory trusts and many general partnerships, and the public benefit corporation is a variant of the corporation; none of these is sold ready-made. How either main form is filed, from the certificate to the first resolutions, is explained on our page on Delaware company registration.
| Tax | Who it reaches | Rule |
|---|---|---|
| Federal corporate income tax | Corporations, and LLCs that elect to be taxed as corporations | 21% of taxable income, as in any state |
| Delaware corporate income tax | Corporations doing business in Delaware; not those with only a statutory office there, nor holding corporations confined to managing intangible investments (s.1902(b)(6), (8)) | 8.7% of federal taxable income allocated and apportioned to Delaware, on Form CIT-TAX |
| Franchise tax | Every corporation on the Division’s records | Yearly, by the authorised shares or the assumed par value capital method, whichever gives less |
| LLC annual tax | Every LLC on the records | Yearly, with no proration for part years |
| Sales tax | Nobody | Delaware levies none; sellers of goods and providers of services engaged in business in Delaware pay a gross receipts tax instead |
| Tax on payments abroad | US-source income of foreign owners | 30% federal tax unless a treaty reduces it; Delaware itself does not tax its corporations’ stock held by non-residents (s.159) |
Delaware imposes no residence or nationality condition on stockholders, members, directors, officers or managers, and a single person abroad may hold every position. A corporation’s directors must be natural persons. What the state does insist on is a registered agent with a Delaware street address, which may not operate solely through a virtual office or a mail forwarding service. A non-resident who becomes a director is deemed to accept that agent for service in Delaware actions concerning the company or the director’s duties.
Ownership stays off the public file. The Division holds no list of stockholders or members, an LLC need not name its members or managers, and a corporation’s annual report names its directors and the signing officer but no owners. Delaware has no beneficial ownership register, and since FinCEN’s interim final rule of March 2025, made permanent in August 2026, a company formed in Delaware sends no beneficial ownership report to FinCEN either. Anyone can still look a company up by name or file number in the Division’s entity search.
The law obliges each Delaware corporation and LLC to maintain a registered agent (section 132 of the General Corporation Law, section 18-104 of the LLC Act). We arrange an agent meeting those sections; it accepts service of legal papers and the Division’s notices and is named in the certificate, without holding any office or any ownership in the company.
A Delaware company banks as any US company does: the bank identifies everyone owning 25% or more and one person with significant control, and asks for the EIN. Some banks also want a certificate of good standing or a certified copy of the formation document, both issued by the Division, which can add an apostille for use abroad. A Delaware shelf company changes hands without a usable account, since our offer page places most US states, where banks re-onboard a company in full after a change of owner, among those where pre-banked shelf companies are not readily available. The details are on our page on bank accounts for Delaware companies, and owners abroad may also find our Delaware LLC guide for non-US residents useful.
A new Delaware company is the default choice. The Division offers expedited processing down to a single hour, you choose the name and the share figure that will drive the franchise tax, and there is no seller’s history to verify. Start with Delaware company registration.
Delaware shelf companies, whether a shelf corporation or a shelf LLC, make sense when a counterparty requires an entity formed before a given date. That date sits on the Division’s record and cannot change. The company also carries its franchise tax or LLC tax for every year since, and no trading or credit history at all. Read our page on Delaware shelf companies for sale before choosing one, and our guide to aged shelf companies for the wider picture.
We register new Delaware corporations and LLCs and supply ready-made ones. We draft the certificate or the transfer documents, the bylaws or LLC agreement and the resolutions, make the filings with the Division and the IRS, and help assemble the bank application. If we have a working contact at a bank that suits the company, we make the introduction; the bank alone decides.
The same as between a new LLC and a new corporation, plus an earlier date. A shelf LLC runs under an LLC agreement, names no members or managers to the state, pays its annual tax each 1 June, and its federal tax treatment follows its number of members unless it elects otherwise. A shelf corporation has stock and a board of natural persons, files a report naming its directors with its franchise tax each 1 March, and pays federal corporate tax at 21%.
Not income tax. A corporation whose only presence is its statutory office in the state is exempt from the 8.7% corporate income tax, and an LLC is taxed in Delaware only as it is taxed federally, so a disregarded or partnership LLC owes none. The yearly taxes for simply being on the register remain, however: a corporation owes franchise tax and an LLC the annual tax for every year it is on the Division’s records, trading or not.
No. The Division does not hold the names of stockholders or members, and an LLC is not required to list its managers either. A corporation’s annual report names its directors and the signing officer and is open to inspection apart from its tax figures. There is no Delaware beneficial ownership register, and FinCEN no longer takes reports from companies formed in the United States. Owners are identified privately, to the bank, when the company opens its account.
The state, through the registered agent. Franchise tax notices for corporations go to registered agents in December, and the Secretary of State mails each LLC its annual statement, care of its agent, at least 60 days before the 1 June deadline. The Division tells owners to treat with suspicion any letter or email about taxes or annual reports that comes neither from the state nor from the company’s own registered agent.
Tell us what the Delaware company will do and who will own it, and we will tell you whether a new filing or a shelf company fits. Contact us, or message us on Telegram or WhatsApp at +48 663 247 166.