1. Pick the entity: C-Corp or LLC
A C-Corporation is the standard for venture-backed startups: investors, SAFEs and stock options are all built around it. An LLC is simpler to run but, for a foreign owner, brings extra IRS filings and can be taxed differently in India than in the US. Full comparison: Delaware C-Corp vs LLC.
2. Pick the state
Delaware is the default for companies that will raise money — its corporate law and courts are what investors expect. Wyoming is popular for low-cost LLCs. If you will actually have an office or employees in, say, California or Texas, you will have to register there too, whichever state you form in.
3. Check the India side before you form
If you are resident in India, your investment in the US company is an overseas investment under the Foreign Exchange Management (Overseas Investment) Rules, 2022. Decide up front:
- Who invests — founders personally (under the LRS limit of USD 250,000 per person per financial year) or an existing Indian company.
- Whether the structure is allowed — for example, rules restrict resident individuals from holding a foreign company that in turn controls subsidiaries, and prohibit certain financial-services activities.
- How it will be reported — Form FC through your AD bank, then an Annual Performance Report every year.
Details: FEMA, ODI & tax rules when Indians own a US company.
4. Form the company
- Appoint a registered agent with a physical address in the state (mandatory) — see how to choose a Delaware registered agent.
- File the Certificate of Incorporation (corporation) or Certificate of Formation (LLC) with the state.
- Choose authorized shares and par value carefully — in Delaware this drives your franchise tax.
5. Paper the founders’ equity
Adopt bylaws (or an LLC operating agreement), appoint directors and officers, and issue founder shares under stock purchase agreements with vesting. Founders who are, or may become, US taxpayers should consider an 83(b) election, which must be filed within 30 days of the stock grant — see 83(b) election for Indian founders.
6. Get an EIN
The EIN is the company’s US tax ID and is needed for banking and filings. If the responsible party has no SSN or ITIN, the online application isn’t available — you apply with Form SS-4 — by phone on the IRS international line, by fax or by mail. Step-by-step: get an EIN without an SSN or ITIN.
7. Open a US bank account
You’ll typically need the formation documents, EIN confirmation, ownership details and founder passports. Several US banks and fintech banking platforms onboard non-resident founders remotely; requirements change often, so have a complete, consistent document pack ready. Full walkthrough: open a US business bank account from India.
8. Fund it the right way
Send the subscription money through your AD bank as an ODI remittance with the correct purpose code — not as a personal gift or a card payment. Remittances for investment above ₹10 lakh in a financial year attract 20% TCS, which is adjustable against your Indian income tax. Obtain the share certificate and submit it to the bank within the prescribed six months.
9. Register where you actually operate
Hiring in another US state, holding inventory there or having an office usually requires a foreign qualification in that state, plus state payroll and sales-tax registrations where applicable. Selling software? Read US sales tax for SaaS.
10. Put compliance on a calendar
| What | Who | When |
|---|---|---|
| Delaware annual report + franchise tax | Delaware corporations | 1 March |
| Delaware annual LLC tax ($400 for the 2026 tax year onwards, first payable by 1 June 2027) | Delaware LLCs | 1 June |
| Form 1120 federal return | C-Corps (calendar year) | 15 April (extendable with Form 7004) |
| Pro forma Form 1120 + Form 5472 | Foreign-owned single-member LLCs | 15 April (extendable with Form 7004) |
| Form 1099-NEC | If you paid US contractors | 31 January |
| Annual Performance Report (APR) | Indian resident / entity with ODI | 31 December, every year |
| Schedule FA (foreign assets) in ITR | Indian resident shareholders | With the Indian income-tax return |
Frequently asked questions
How long does it take to register a US company from India?
Can I own 100% of a US company as an Indian resident?
Do I need a US address?
Is Delaware mandatory for startups?
Please note: this guide is general information based on the rules as they stood on the review date above. Regulations and RBI/CBDT procedures change often — please get advice on your specific facts before acting.