Open a C-Corporation in the US (Delaware Inc.)

C-Corporation (or just "C-Corp") is a fully separate legal entity in the US. Unlike an LLC, a C-Corp pays its own corporate income tax on profits (21% federal + state corp tax where applicable), and the owner pays personal tax separately on distributions (dividends). Key features: • 21% flat federal corporate tax on profits (down from 35% before 2018 TCJA) • Separate entity for legal and tax purposes — strong liability separation • Can issue multiple share classes (common, preferred, voting/non-voting) • No restrictions on shareholder citizenship — NRA can own 100% • Unlimited number of shareholders • Required corporate formalities: annual board meetings, formal minutes, annual shareholders meeting • Files Form 1120 annually + state corp returns The "double taxation" concern: company pays 21% corp tax on profit, then owner pays personal tax (15–20% qualified dividend rate) when profit is distributed as dividends. For a $100K profit fully distributed: $21K corp tax + ~$15K dividend tax = $36K total (36% effective). This is generally worse than LLC pass-through at the same income level — UNLESS specific structural needs justify it.

Delaware is the "corporate Mecca" of the US. Although it has only 1 million residents, over 65% of Fortune 500 companies and 90% of US IPO exits are incorporated there. Reasons: • Delaware Court of Chancery — specialized corporate-law court with 200+ years of precedent. Cases resolved in 3–6 months by expert judges (Chancellors), no juries. The world's most predictable corporate-dispute forum. • Delaware General Corporation Law (DGCL) — the most flexible and pro-management corporate statute in the US. Many directors/officers protections, easy to customize bylaws. • VC and PE familiarity — every Series A term sheet assumes Delaware Inc. Y Combinator, Andreessen Horowitz, Sequoia — they require Delaware C-Corp as condition of investment. • Privacy — only officer/director names appear in public records; shareholder names are private. • Tax — Delaware has no state corporate tax on activities outside Delaware. For most non-Delaware operating businesses, the only state-level cost is the Annual Franchise Tax ($300+ minimum). Downsides: $300+/year Annual Franchise Tax (vs $0 in Wyoming). Annual Report required. Higher Registered Agent fees ($100–$300/year). Doesn't matter for most clients given the compensating benefits.