What is c-corp / delaware incorporation?
Certificate of Incorporation, registered-agent setup and EIN — the fundraising-ready entity, filing layer prepared by us.
A Delaware C-Corp is the entity US investors expect to see before they write a check — venture funds, angel syndicates and most institutional seed rounds are built around Delaware's Court of Chancery and its body of settled corporate case law, not because Delaware is where the business operates but because it is where the investors' lawyers already know the rules. That is why founders raising outside capital default to Delaware even when every employee, customer and bank account sits in another state. A founder not raising venture money at all can incorporate in their home state instead and skip the dual-state compliance a Delaware entity creates when it also has to register as a foreign corporation wherever it actually does business — the choice is the founder's, made on whether outside capital is actually the plan.
The filing itself is one document — the Certificate of Incorporation, filed with the Delaware Division of Corporations, naming the registered agent and the authorized share count that drives the filing fee. What happens in the same organizational window matters more than the filing: adopting bylaws, appointing initial directors and officers, and issuing founder stock. Those three steps are not state filings — Delaware doesn't see them — but they are what makes the corporation actually operate as one instead of existing only as a certificate on file.
Who does what
CapEasy prepares and submits the incorporation filing; bylaws, stock issuance and any S-corp election run through US counsel and partner CPA firms.
Who does what
| Your CapEasy team | C-Corp / Delaware incorporation, the reconciliations and reporting behind it, and the questions list that keeps it honest. |
| Your CPA or enrolled agent | Everything that carries a licence in United States — rendered exactly as written: issue compilation, review or audit reports — those are restricted to licensed cpa firms. |
| You | One conversation with one named person, and the decisions that are genuinely yours. |
C-Corp / Delaware incorporation in United States
Delaware charges a base filing fee that moves with authorized shares, plus a separate annual Franchise Tax
The Delaware Certificate of Incorporation carries a $109.00 minimum filing fee for a standard small-share filing, rising as authorized shares increase — the share count entered on the certificate is what drives the number, so it is worth deciding deliberately rather than defaulting to a round figure. Separately, every Delaware corporation owes an annual Franchise Tax regardless of revenue or activity: a $175/year minimum under the Authorized Shares method, or a $400/year minimum under the Assumed Par Value Capital method, whichever the corporation elects. This is not a one-time cost — it recurs every year the entity exists on Delaware's books.
Standard processing takes days to weeks; Delaware sells expedite tiers if the timeline matters
Delaware standard incorporation processing commonly runs several business days to around two weeks depending on filing volume. Delaware also sells expedited service on top of the standard fee: 24-hour processing for $50, same-day for $100, a 2-hour Priority 2 tier for $500, and a 1-hour Priority 1 tier for $1,000 — the two fastest tiers are flat per-document rates that apply across filing types, not incorporation-specific pricing. A closing deadline or an investor timeline is usually the reason to pay for one of these rather than wait in the standard queue.
The 83(b) election has a hard 30-day deadline from stock issuance, with no extension
If founders take restricted stock subject to a vesting schedule, filing an 83(b) election with the IRS within 30 days of the stock issuance date lets them be taxed on the stock's value at issuance — typically near-zero for a brand-new company — instead of being taxed as each tranche vests, often at a much higher value. This deadline is calendar days, not business days, and the IRS has confirmed there is no extension available under any circumstance. Missing it is not something a later filing can fix.
S-Corp election is a tax status layered on top of the C-Corp, and India-based owners are categorically excluded from it
S-Corp status is elected on IRS Form 2553, not chosen at incorporation — the corporation has to already exist as a C-Corp (or an LLC electing corporate treatment) before the election is filed, and the deadline is no more than 2 months and 15 days after the start of the tax year the election is meant to cover. There is no IRS filing fee for the form itself. But the eligibility rules under the same IRS instructions are absolute: no more than 100 shareholders, only one class of stock, and no nonresident alien shareholders — that last condition rules S-Corp status out for the large majority of CapEasy's India-based founder-clients as owners. This gets flagged during intake, before a client discovers it after the entity is already formed around an assumption that doesn't hold.
What your CPA or enrolled agent receives from us
- A filed Certificate of Incorporation from the Delaware Division of Corporations, naming the registered agent and the authorized share count on record.
- The EIN confirmation from the IRS — via the standard instant-issue path for a US-resident responsible party, or via the fax-submitted Form SS-4 for a foreign responsible party.
- A registered-agent confirmation with the in-state address on file, active for the year.
- A completed Certificate of Authority filing in any state where the corporation physically operates, if foreign-qualifying outside Delaware.
- A checklist of the organizational-meeting items still pending on the client side — adopting bylaws, appointing directors and officers, issuing founder stock — flagged clearly as the client's next step with US counsel, not something already done.
- An 83(b) election deadline notice, dated from the actual stock issuance date, the moment stock issuance is recorded in the file.
