Steps to Setup a Delaware Corporation from outside the US

1. Steps to Setup a Delaware
Corporation from outside the US
By: Sujatha Ganesan, Founder
TechBiz Legal
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2. • Reserve a Corporate Name
• -- It can be done online, at the Secretary of
State website for $75.00 (can use a credit
card) and the name will be held for 120 days,
which gives ample time to file the Certificate
of Incorporation/Articles of Incorporation.
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3. • Obtain a Registered Agent with a physical
address (since a physical address is needed
when a company is incorporated in Delaware);
The Secretary of State has a list of them.
• The Certificate of Incorporation or Articles
must be prepared and filed with the Delaware
secretary of state, by the incorporator.
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4. • The Articles must contain:
• -- the corporate name and address
• -- the purpose
• -- the name and address of an agent for
service of process
• --the filing fee is $89 if the certificate is one
page and $9 for each additional page
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5. • -- the articles can be filled online and then printed. It must
either be faxed or sent by mail
• -- need to attach a cover sheet with the incorporator name
or entity name with return address and phone number
• -- will be mailed back by regular mail or by expediated mail
if Federal express or UPS account is opened.
• -- If a certified copy of the new entity or a certificate of
good standing is needed, it needs to be mentioned at the
comments section of the document filing sheet at the time
of filing the paperwork. The fees are $50.00 for short form
certificate of status (gives the name and status of the
entity) or $175.00 for the long form (which gives the status
and the documents filed.
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6. • Set up a Corporate Records Book and keep it
in the principal office. In this all the important
paperwork, minutes of meetings, stock
certificates, stubs etc must be kept. It can be
purchased from a corporate kit supplier.
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7. • Post Incorporation steps:
• -- The incorporator who files the articles must
appoint the initial corporate directors to serve
on the board till the first annual meeting.
• -- The incorporator’s statement will show the
name and address of the initial directors, and
the statement will be places in the corporate
records book.
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8. • Prepare Bylaws: though not legally required, it is
a good idea to have one, it is the main governing
document of the corporation.
• -- it establishes the rules of the company and
• -- it authenticates to the banks, creditors etc that
the company is legitimate.
• Prepare the various agreements: such as
founders agreement, advisor’s agreement,
shareholders agreement, employment
agreement, IP assignment, NDA etc.
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9. • In the first Board of Directors meeting the following is
done:
• -- appoint officers
• -- adopt bylaws
• -- select a bank
• -- set up the company’s fiscal year
• -- authorize issuance of stock
• -- adopt the official stock certificate
• -- adopt the seal
• -- prepare minutes of Board meeting within one or two
weeks
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10. • Issue Stock: Apply for 83(b) election on stock that is
subject to vesting and it must be filed within 30 days of
the restricted stock option grant.
• Get EIN (Employer Identification Number), this can be
obtained online application on the IRS website. Fill SS4
form and call the IRS Philadelphia Center. (1-800-829-
4933). This office processes EIN for US businesses that
are incorporated from foreign countries. On faxing the
filled SS4 form they will give the EIN over the phone.
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11. • Get a physical address: This can be done through
virtualpostmail.com for a small dollar amount.
• Bank Account and Business credit card: Silicon Valley
bank is startup friendly and an account can be opened
from India itself. A master card can also be obtained
through the bank secured by cash in the individuals
account.
• U.S. Phone number: This can be through a toll free
number from a company such as grasshopper.com or a
Skype number for a low rate.
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12. • Merchant Account: As a payment gateway
Braintree payment provides a merchant
account.
• All companies incorporated in Delaware has to
pay a franchise tax each year, a minimum of
$175.00 and file an Annual report
electronically (filing fee is $50.00), no later
than March 1 each year.
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13. Contact Information
• Sujatha Ganesan, Attorney at Law
• www.techbizlegal.com
• Whatsapp: +1 510-717-8748
• Cell: +1 9566056995
• Email: sglaw1@gmail.com
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