Forming a Delaware company from anywhere in Africa

Why Delaware

Most venture-backed US startups are Delaware corporations. Its company law is predictable, its courts specialise in business disputes, and investors and their lawyers know it by heart. You do not need to live, work or have an office in Delaware: the state only needs a registered agent there to receive official mail on the company's behalf.

What you prepare

A company name and two alternatives, a short description of what the company does, a mailing address anywhere in the world, each founder's legal name as it appears on their ID, and how ownership is split. The person applying also gives their date of birth, nationality and home address for identity checks.

What gets filed

For a C Corp, a certificate of incorporation is filed with Delaware. It names the company, the registered agent and the number of authorised shares. After it is accepted, the board adopts bylaws, appoints officers and issues founder stock by written consent. For an LLC, a certificate of formation is filed and the members sign an operating agreement.

Each founder signs their documents electronically. Nothing needs to be notarised or posted.

How long it takes

Delaware forms the company within one to two business days of the filing, once every founder has signed. The EIN comes after formation. For founders without an SSN the IRS processes it by hand, which usually takes one to four weeks.

What you have at the end

• A Delaware company in good standing, with a registered agent.
• Formation documents: certificate, bylaws or operating agreement, board consent, stock agreements.
• An EIN from the IRS.
• For a C Corp, founder shares with vesting and filed 83(b) elections.
• Everything a US bank and US payment providers ask for to open an account.

Your home country still matters

Owning a foreign company can have tax and reporting consequences at home, and some countries regulate sending money abroad to buy shares. Before you form, ask a local accountant whether your country requires you to declare a foreign shareholding or get approval for the outbound investment.