How to set up a C-Corporation in Delaware – A guide for Polish startups

Piotr Kuźnicki

What is a C-Corporation?

A C-Corporation is one of the oldest and most commonly chosen legal forms for conducting business in the United States. A C-Corporation is a separate legal entity that can enter into contracts, own assets distinct from its shareholders, and sue or be sued in its own name. Shareholders are not personally liable for the company’s obligations (except in rare cases involving the “piercing the corporate veil” doctrine). A C-Corporation is subject to double taxation. This is the structure strongly preferred by technology startups seeking to raise capital from venture capital (VC) investors.

This article will help you answer the following questions:

What are the core naming and structural requirements for a C-Corporation in Delaware?
Why does every Delaware corporation need a registered agent, and what are the annual costs?
What critical corporate details must be included in the Certificate of Incorporation?
How does C-Corp double taxation and franchise tax compliance work in practice?
Why should international founders consult a US lawyer when drafting corporate bylaws?

Step by step: How to incorporate a C-Corporation in Delaware

1. Choosing the company name and structure

1) The name must include the word “Corporation,” “Company,” “Incorporated,” or an abbreviation thereof.
2) The name must not be identical to any other registered entity in Delaware (check name availability here: https://icis.corp.delaware.gov/ecorp/namereserv/namereservation.aspx).

2. Appointing a registered agent Every corporation must have a registered agent with a physical address in Delaware. The agent receives official correspondence and legal documents on behalf of the company. Companies typically use professional registered agent services (such as The Corporation Trust Company or Northwest Registered Agent). The annual cost of a registered agent is approximately USD 100–300. This is a foundational element for launching a compliant US startup.

3. Preparing the Certificate of Incorporation The document must include:

1) the company’s name;
2) the address of the registered office and details of the registered agent;
3) the business purpose (which may be general, e.g., “any lawful activity”);
4) the number and classes of shares and their par value;
5) the incorporator’s details.

The number of authorized shares and their par value specified here will directly form the basis of your startup’s cap table. The filing fee for incorporation starts at USD 109. An expedited filing option (e.g., 24-hour processing) is available for an additional fee.

4. Internal organization and the first meeting After incorporation, the following steps should be completed:

1) adopt corporate bylaws;
2) appoint directors and officers;
3) authorize the issuance of shares;
4) open a corporate bank account;
5) obtain an Employer Identification Number (EIN) from the IRS.

5. Tax and compliance obligations A C-Corporation is subject to double taxation — first at the corporate level and then by shareholders upon receipt of dividends. This distinguishes it heavily from other structures like a Delaware LLC. Understanding these operational differences is a vital part of American corporate law. By March 1 of each year, a franchise tax report must be filed, and the franchise tax paid (typically ranging from USD 175 to 400).

Legal support in forming a C-Corporation Although the incorporation process in Delaware is relatively straightforward (to learn why, see our breakdown on why Delaware is an attractive place to incorporate), there are numerous legal and tax details that should be reviewed with a professional who can advise on the appropriate content of the bylaws and certificate of incorporation, ensuring full compliance with applicable laws. A experienced US lawyer can also assist in structuring optimal corporate governance and preparing the necessary resolutions for incorporation.