Delaware C-Corp Incorporation from India Founder stock, the 83(b) election and a cap table investors can read

Why founders pick a Delaware C-Corp

Because it is the shape of company a US investor can buy into without redrawing the deal. A corporation can issue preferred stock with liquidation and anti-dilution terms. A SAFE converts into shares of a corporation. An accelerator's standard paperwork assumes one.

An LLC does none of that comfortably. It has members, not shareholders, and its US tax treatment flows to the members, which is not what a fund wants. If you are selling to US customers and not raising, read the US LLC route first, because it is cheaper to run.

A corporation is also taxed in its own right. US federal corporate tax is 21% of taxable income.

Authorised shares, issued shares and par value

Authorised shares are the ceiling in your charter. Issued shares are what you have actually given out. Par value is a nominal figure per share written into the charter, not a price anyone pays.

The numbers are not cosmetic in Delaware. The Certificate of Incorporation fee starts at US$109 and varies with the authorised stock. The annual franchise tax is then calculated under one of two methods, and the method you use changes the minimum:

The maximum is US$200,000, or US$250,000 for a Large Corporate Filer. We set the authorised number and the par value before filing, with your investor's expectations and both methods in view, because changing the charter later costs an amendment.

What a Delaware C-Corp costs

Registered agent charges are set by the agent, not by Delaware, which requires every entity to have and maintain one in the State with a physical street address there.

Founder stock, vesting and the 83(b) election

Founder stock is usually issued at the start and then vests over time, so a founder who leaves early does not walk away with the whole holding. The tax question is when that stock is taxed: at grant, when it is worth almost nothing, or as it vests, when it may be worth a great deal.

The section 83(b) election answers it. Four points matter, and each is a hard deadline or a hard requirement:

The ITIN point is the one that catches Indian founders. Plan the grant date around it, not the other way round. We track the deadline from the grant date; the ITIN application and the 83(b) filing itself are handled by a US specialist we refer you to, who charges separately.

409A valuation: why you need one before granting options

Before you grant stock options, someone has to fix the fair market value of the shares. Section 409A is the rule that makes a bad number expensive.

Under the section 409A regulations, a valuation based on an independent appraisal is presumed to reflect fair market value, rebuttable only by showing the valuation is grossly unreasonable. There are also presumptions for a generally applicable repurchase formula and, for a start-up, a valuation by a qualified person where no change of control or public offering is anticipated.

The standard is a reasonable application of a reasonable valuation method, taking into account matters such as recent arm's length equity sales. That is why a priced round changes the answer.

How often the valuation must be refreshed is not something we state as a rule: the independent US valuation firm you appoint confirms it before each grant round. A 409A valuation is not a Regikart service. An Indian share issue follows different rules: see our Rule 11UA valuation service and ESOP scheme drafting.

What the company files, and when

Registrations in states where you have people or property, payroll and sales tax are separate, and depend on where the business operates. We flag them at the start. Keep your Indian and US dates together on our compliance calendar.

Beneficial ownership: US-formed companies do not file

Your Delaware C-Corp does not file a beneficial ownership information report with FinCEN. The interim final rule of March 2025 removed BOI reporting for all entities created in the United States and their beneficial owners, and a final rule issued on 11 August 2026, effective 14 August 2026, keeps that exemption.

Reporting still applies to a company formed outside the US that registers to do business in a US state, unless it is exempt. If you are registering your Indian company there, we check that before you file.

Flipping an Indian company under a US parent

In a flip the US corporation becomes the parent and the Indian company becomes its subsidiary, usually by the Indian shareholders swapping their shares for shares in the US company. The order of the steps decides what it costs in tax.

• The swap. Shares of the Indian company go to a non-resident holder and US shares come back. One leg is foreign investment into India, the other overseas investment out of India, and both are regulated. Agree the post-flip rights in a shareholders agreement.
• India-side reporting. The Indian company's issue of shares to a non-resident goes in Form FC-GPR through the AD bank on FIRMS within 30 days of allotment. See our FC-GPR filing service and FDI reporting page.
• Pricing. Under RBI's Master Direction on Foreign Investment in India, the price cannot be less than fair value on an internationally accepted pricing methodology and an arm's length basis, certified by a chartered accountant, a SEBI-registered merchant banker or a practising cost accountant.
• Outbound leg. Resident shareholders receiving US shares are making an overseas investment, reported in Form FC through their AD bank, within the LRS limit of US$250,000 a financial year for an individual.
• Indian tax. The transfer can be taxed in India, and later transfers of the US parent's shares can raise indirect transfer questions where the value sits in India. We will not put a rate on your facts from a web page: get a valuation and a written tax opinion before the swap.
• Diligence first. Clean up the Indian company's history before investors read it: see due diligence and financial due diligence.

We sequence the steps, prepare the India-side reporting with your AD bank and work with your US counsel on the US documents. Whether to flip at all is usually a term sheet question: see our term sheet review.

How long it takes

The Delaware filing is quick. The EIN is not: a founder without an SSN cannot use the IRS online application, and the IRS asks you to allow about four weeks by post. An ITIN, where one is needed for the 83(b) election, adds more.

We give you a dated plan at kick-off, sequencing the authorised share number, the grant date, the 83(b) deadline and the bank application.