How to Register a Company in the US: Delaware vs Wyoming vs Nevada Complete Guide 2026 (LLC, C-Corp, S-Corp)

Last verified: 2026-05-02

The United States has 51 corporate-law systems — 50 states plus the District of Columbia, each with its own business corporation statute, limited liability company act, Secretary of State filing office, and renewal mechanics. There is no federal company-formation statute under the Tenth Amendment. What is federal is taxation under the Internal Revenue Code (IRC), administered by the IRS, and public-offering disclosure under the Securities Exchange Act, administered by the SEC. This pillar guide covers the three most-chosen formation states for non-resident and out-of-state founders — Delaware (DGCL), Wyoming (Wyo. Stat. §17-29-101 et seq.), and Nevada (NRS Chapter 78 / 86) — plus the federal layer: EIN application via Form SS-4, S-Corp election via Form 2553, the Section 83(b) 30-day deadline, the Corporate Transparency Act / FinCEN BOI Report, and the QSBS USD 10 million tax exclusion under IRC §1202. Every figure, deadline, and section number below has been verified against the cited gov source as of 2 May 2026.

Quick Answer (TL;DR)

For non-US founders without an SSN: EIN by phone at +1-267-941-1099. For US-resident founders: EIN online same-day at https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online.

Table of Contents

1. Overview
2. Legal Foundation: Federal vs State
3. Key Decisions: Delaware vs Wyoming vs Nevada
4. Required Documents and Information
5. Step-by-Step Process
6. Costs and Timeline
7. Common Mistakes (Gyoseishoshi Perspective)
8. After Completion: BOI/CTA, EIN, Tax Election, QSBS
9. FAQ
10. Conclusion

1. Overview

Roughly 5 million new US business entities are formed each year, with LLCs outnumbering corporations 4-to-1. The popular consensus in startup circles often collapses to three formation states — Delaware, Wyoming, Nevada — for reasons that have little to do with where the business actually operates. Understanding the layers is essential.

The federal layer (IRS):

• Tax classification under IRC §1361 (S-Corp), Subchapter C (C-Corp default), and Treas. Reg. §301.7701-3 (LLC default).
• Beneficial-ownership disclosure under the Corporate Transparency Act, 31 USC §5336.
• QSBS exclusion of up to USD 10 million capital gains under IRC §1202 for qualifying C-corp founder stock held 5+ years.

The state layer (Secretary of State):

• Entity formation, name registration, registered agent appointment, annual reports.
• Foreign qualification in any state where the company “transacts business” outside its formation state.

The MBCA baseline: approximately 30 states have adopted the Model Business Corporation Act in modified form. The MBCA provides a baseline corporate framework — articles of incorporation content (MBCA §2.02), powers (§3.02), bylaws (§2.06), share issuance (§6.21), director duty of care (§8.30), annual shareholder meeting (§7.01), and indemnification (§8.50). Delaware (DGCL), New York (BCL), and California (Corp Code) have not adopted MBCA — they use independent corporate codes, with Delaware’s DGCL being the most influential.

2. Legal Foundation: Federal vs State

2-1. Tenth Amendment Reservation

The Tenth Amendment reserves business-entity creation to the states. There is no federal corporation statute. Delaware’s DGCL (8 Del.C. Title 8) is the most-litigated body of corporate law in the United States, providing predictable case law from the Delaware Court of Chancery — the reason VCs prefer DE for portfolio companies. Full text: https://delcode.delaware.gov/title8/

2-2. Federal Tax Classification — IRC

Every US business entity has a federal tax classification:

• C-Corporation (default for state-formed corporations): entity-level tax at 21% under IRC §11; dividends taxed again at the shareholder level.
• S-Corporation (election under IRC §1362 via Form 2553): pass-through tax with constraints — 100 shareholders max, US-resident individuals only, single class of stock under IRC §1361(b).
• LLC (default classification under Treas. Reg. §301.7701-3): single-member = disregarded entity; multi-member = partnership; can elect corporate tax treatment via Form 8832.

2-3. The Corporate Transparency Act

Under the Corporate Transparency Act (CTA), 31 USC §5336, administered by FinCEN, most domestic and foreign reporting companies must file an initial Beneficial Ownership Information (BOI) Report within prescribed timelines. Filing is free. Civil penalties are USD 591/day; criminal penalties up to USD 10,000 + 2 years imprisonment. The applicability of the CTA to domestic reporting companies has been subject to litigation in 2024–2025 — check current FinCEN guidance: https://www.fincen.gov/boi

3. Key Decisions: Delaware vs Wyoming vs Nevada

3-1. Three Common Patterns

Critical caveat: Forming in Delaware/Wyoming/Nevada and operating in California still requires California foreign qualification under CA Corporations Code §2105 plus California minimum franchise tax of USD 800/year under Rev. & Tax. Code §17935. The “tax savings” myth is widely misunderstood — operating in California means paying California tax regardless of formation state.

3-2. Why Delaware for C-Corps

• DGCL §102(b)(7) allows exculpation of directors for breach of duty of care (extended to officers as of 1 August 2022).
• Court of Chancery — no juries, expert judges, decades of decisional law.
• DGCL §141 — flexible board governance, action by written consent.
• DGCL §220 — books-and-records inspection limited to “proper purpose,” investor-friendly.
• DGCL §251–§264 — well-established merger procedures.

For founders raising USD 1M+ from VCs, Delaware C-corp from day 1 is essentially the default.

3-3. Why Wyoming for LLCs

• Wyo. Stat. §17-29-503 — charging order exclusivity. A creditor of an LLC member can only obtain a charging order (lien on distributions); cannot foreclose on or vote the membership interest. This is the strongest LLC creditor protection in the United States.
• Wyo. Stat. §17-29-201 — Articles of Organization do not list members. Public records disclose only the registered agent and incorporator.
• No state income tax on the entity.
• Filing fee USD 100, annual report USD 60 minimum — among the cheapest.
• Series LLC permitted under Wyo. Stat. §17-29-211.

3-4. Why Nevada for Corp or LLC

• NRS 78.138 — strong director liability shield: no monetary liability except for breach of duty involving intentional misconduct, fraud, or knowing violation.
• NRS 86.401 — charging order is exclusive remedy of judgment creditor against LLC member.
• No state income tax on the entity.

The trade-off is higher annual cost: USD 500 state business license for corporations and USD 200 for LLCs under NRS 76, plus USD 150 annual list of officers/managers under NRS 78.150 (corp) or NRS 86.263 (LLC).

4. Required Documents and Information

4-1. Delaware C-Corp Document Set

Under DGCL §101–§106:

4-2. Certificate of Incorporation Mandatory Content (DGCL §102(a))

Under DGCL §102(a), the certificate must state:

1. Name (containing “Corporation,” “Inc.,” “Ltd.,” or other permitted designator);
2. Address of registered office in Delaware + name of registered agent;
3. Nature of business (may state “any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware”);
4. Total number of shares authorized + par value (or no par value);
5. Name and mailing address of incorporator(s);
6. Optional director provisions.

Standard startup structure: 10,000,000 common shares at USD 0.0001 par value.

4-3. Wyoming LLC Document Set

Under Wyo. Stat. §17-29-201:

Articles of Organization mandatory content under Wyo. Stat. §17-29-201:

• Name of LLC containing “Limited Liability Company,” “L.L.C.,” or “LLC”;
• Street address + mailing address of principal office;
• Name and street address of registered agent in Wyoming;
• Name and address of person signing articles;
• Whether member-managed or manager-managed;
• Optional duration (default = perpetual).

4-4. Nevada Document Set

Both require: state business license under NRS 76; Initial List of Officers/Managers within 30 days; State Business License (USD 500 for corp / USD 200 for LLC, annually).

4-5. Federal Layer Documents

5. Step-by-Step Process

5-1. Delaware C-Corp — 7-Step Path

Step 1 — Choose corporate name + verify availability. Search Delaware Division of Corporations name database: https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx. Reserve name (optional, USD 75, valid 120 days) under DGCL §102(d).

Step 2 — Appoint Delaware registered agent. Required under DGCL §131. Annual fee USD 50–300. Common agents: Corporation Service Company (CSC), CT Corporation, Northwest Registered Agent.

Step 3 — Prepare Certificate of Incorporation. Include all DGCL §102(a) items. Standard authorized shares: 10,000,000 common at USD 0.0001 par.

Step 4 — File Certificate of Incorporation. File with Delaware Division of Corporations: https://corp.delaware.gov/howtoform/ — filing fee USD 89 minimum (corporations < USD 75K authorized capital). Online expedited filing: 1 hour (USD 1,000) / 24 hours (USD 100).

Step 5 — Action of Incorporator + initial board. Incorporator under DGCL §108 appoints initial directors. Initial directors hold first board meeting: adopt bylaws, appoint officers, authorize banking, approve stock issuance.

Step 6 — Issue founder stock. Issue stock under DGCL §151–§161. File IRS Form 83(b) election within 30 days if stock is subject to vesting (IRC §83(b)).

Step 7 — Apply for EIN + state tax accounts. Form SS-4 online: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online. Delaware state tax: Delaware Division of Revenue Combined Registration Application.

5-2. Wyoming LLC — 5-Step Path

Step 1 — Choose LLC name. Must contain “Limited Liability Company,” “L.L.C.,” or “LLC” (Wyo. Stat. §17-29-108). Search availability: https://wyobiz.wyo.gov

Step 2 — Appoint Wyoming registered agent. Must have Wyoming street address (not P.O. box) under Wyo. Stat. §17-28-101. Annual cost: USD 50–200.

Step 3 — Prepare Articles of Organization. Wyoming LLC Articles form: https://sos.wyo.gov/forms/business/llc/llc-articlesorganization.pdf

Step 4 — File with Wyoming Secretary of State. Filing fee USD 100 (online or paper). Online filing typically processes in 1–3 business days. Mail filing 15 business days.

Step 5 — Adopt Operating Agreement + apply for EIN. Wyoming requires an operating agreement under Wyo. Stat. §17-29-110. Internal document, not filed. Apply for EIN on IRS.gov.

5-3. Nevada Entity — 6-Step Path

Step 1 — Choose entity type and name.

Step 2 — Appoint Nevada Registered Agent (NRS 77.310).

Step 3 — File Articles of Incorporation (NRS 78.030) or Articles of Organization (NRS 86.151). Filing fee: corp USD 75 minimum (based on authorized capital); LLC USD 75.

Step 4 — File Initial List of Officers/Managers within 30 days. NRS 78.150 (corp) / NRS 86.263 (LLC). Fee USD 150.

Step 5 — Apply for State Business License under NRS 76. Annual fee: USD 500 corp / USD 200 LLC.

Step 6 — Apply for EIN + adopt bylaws/operating agreement.

5-4. Federal Layer — EIN & Tax Election

EIN application (Form SS-4):

• Online (fastest): https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online — same-day issuance for US-formed entities with US responsible party SSN/ITIN.
• Fax: Form SS-4 — 4 business days.
• Mail: 4 weeks.
• International applicant (no SSN/ITIN): Phone +1-267-941-1099 — same-day if accepted.

S-Corp election (Form 2553):

• File within 75 days of formation or by 15 March of tax year (whichever applies under IRC §1362(b)).
• All shareholders must sign.

LLC corporate election (Form 8832):

• File to elect corporate (C-corp) tax treatment — typical for VC-bound LLCs converting.

6. LLC vs C-Corp vs S-Corp — Tax & Structure

6-1. Tax Comparison

6-2. When to Choose Which

6-3. Why VCs Demand C-Corp

• Multiple classes of stock — VCs need preferred stock with liquidation preferences (impossible in S-corp under IRC §1361(b)).
• Foreign / institutional investors — cannot hold S-corp stock; LLC pass-through complicates fund structures.
• Stock options for employees — cleanest in C-corp under IRC §422 (ISO) and §83 (NSO).
• IPO path — public companies must be C-corps.

6-4. QSBS — IRC §1202

Qualified Small Business Stock under IRC §1202: Founders holding C-corp stock for 5+ years may exclude up to USD 10 million (or 10× basis) from federal capital gains tax on sale. Only available for C-corps, not LLCs or S-corps. Conversion from LLC to C-corp may reset the 5-year clock. This is a major reason VC-bound founders form C-corp from day 1. Source: https://www.law.cornell.edu/uscode/text/26/1202

7. Costs and Timeline

7-1. Government Filing Fees (USD, 2026)

Federal:

• EIN (Form SS-4): Free
• Form 2553 S-Corp election: Free
• BOI report (FinCEN): Free (penalty USD 591/day for non-filing)

7-2. Typical Timeline

7-3. International Founder Considerations

Non-US founders without SSN/ITIN face extra steps:

• EIN application by phone: +1-267-941-1099 (Mon–Fri 6am–11pm ET). IRS issues EIN same-day after answering Form SS-4 questions live.
• Banking: Most US banks require in-person presence and US address. Alternatives: Mercury, Brex, Wise (subject to eligibility); not all banks accept non-US founders even with EIN.
• ITIN application (Form W-7): Required if founder owes US tax or wants tax benefits. Process 7–11 weeks.

8. Common Mistakes (Gyoseishoshi Perspective)

9. After Completion — BOI/CTA, EIN, Tax Election, QSBS

9-1. First 30 Days

9-2. First 75 Days

• Form 2553 (S-Corp election): if electing S-corp status, must file within 75 days of formation OR by 15 March of taxable year (IRC §1362(b)).
• State foreign qualifications: if operating outside formation state, qualify within 30–90 days depending on state.

9-3. Annual Compliance

9-4. BOI Report under Corporate Transparency Act

Under CTA, 31 USC §5336, administered by FinCEN:

• Most domestic and foreign reporting companies must file initial BOI report within prescribed timelines.
• Subsequent reports for any change to beneficial ownership within 30 days.
• Civil penalties: USD 591/day; criminal penalties up to USD 10,000 + 2 years imprisonment.
• 2026 status note: applicability of the CTA to domestic reporting companies has been subject to litigation in 2024–2025. Check current FinCEN guidance: https://www.fincen.gov/boi-faqs

10. FAQ

Q1. Should I form my startup in Delaware even though I live in California?

If you intend to raise venture capital, yes — VCs strongly prefer Delaware C-corps because of DGCL’s predictability, the Delaware Court of Chancery (no juries, expert judges), and tested case law. However, you will pay (a) Delaware filing + franchise tax (~USD 250/year), (b) California foreign qualification + USD 800 minimum franchise tax under CA Corp Code §2105 + Rev. & Tax. Code §17935. The “Delaware tax savings” myth is widely misunderstood — operating in California means paying California tax regardless of formation state. The real reason for Delaware is legal infrastructure for investors, not tax.

Q2. What’s the difference between “LLC” and “Inc.”?

“LLC” = Limited Liability Company (unincorporated, pass-through tax by default). “Inc.” (Corp/Corporation) = Incorporated under state corporation law, taxed as C-corp by default. Both provide limited liability — you cannot lose more than your investment. Differences are tax treatment (LLC pass-through vs C-corp double tax), ownership flexibility (member units vs corporate shares), and investor compatibility (VCs require C-corp). For most service businesses, LLC is simpler. For tech startups, C-corp is standard.

Q3. Can a Japanese citizen form a US LLC without a US address or SSN?

Yes. No state requires US citizenship or US residency for LLC formation. Wyoming, Delaware, and New Mexico all permit non-US founders. You will need: (a) a US registered agent (USD 50–300/year), (b) a US business address (registered agent often provides), (c) EIN obtained via phone +1-267-941-1099 since you have no SSN, (d) a US bank account — the hardest step (Mercury, Brex, Wise are common for non-resident founders). Tax-wise, your US LLC’s profit is US-source income, and you may owe US federal tax depending on activities — consult a US international tax CPA.

Q4. Why is Wyoming so popular for asset protection LLCs?

Three reasons under Wyoming law: (1) Charging order exclusivity under Wyo. Stat. §17-29-503 — a creditor can only obtain a charging order (lien on distributions), cannot foreclose or vote the interest. (2) Strong privacy — members and managers are not listed in public Articles of Organization. (3) No state income tax on the entity. Combined with low filing fees (USD 100 + USD 60/year) and an LLC-friendly statute, Wyoming has become the default for holding companies, real estate vehicles, and online businesses.

Q5. Do I need a registered agent if I live in the formation state?

You can technically be your own registered agent if you (a) are 18+, (b) have a physical street address in the state (no P.O. boxes), (c) are available during business hours to receive service of process. However, most founders use a commercial registered agent (USD 50–300/year) because (1) lawsuits are publicly served at the registered agent’s address — you may not want process servers at your home, (2) missing service of process can result in default judgment against your company without you knowing, (3) commercial agents forward mail electronically with confirmation.

Q6. What’s an S-Corp election and is it right for me?

Under IRC §1362, an S-Corp election (filed via Form 2553) converts a C-corp or LLC to pass-through tax treatment with one twist: the owner becomes an employee earning W-2 wages + K-1 distributions. Wages are subject to FICA (15.3%); distributions are not. For a profitable single-owner business earning USD 80K+, this can save USD 5K–15K/year in self-employment tax. Drawbacks: (a) only US-resident shareholders, (b) maximum 100 shareholders, (c) only one class of stock, (d) requires “reasonable salary” — IRS audits unreasonable splits, (e) requires running payroll. Not suitable for VC-backed startups, non-US founders, or businesses with volatile income.

Q7. What is the Section 83(b) election and why is it critical?

Under IRC §83(b), when founders receive stock subject to vesting, they can elect to pay tax now on the current (low) value instead of paying tax later as shares vest at higher value. The election must be filed with the IRS within 30 days of stock issuance — strict deadline, no extensions. Missing the 83(b) election can mean paying ordinary income tax on millions of dollars of value increase as stock vests. For founder stock issued at USD 0.0001 par × 4M shares = USD 400 tax base, the election costs almost nothing now and saves potentially hundreds of thousands in future tax. File certified mail with return receipt; file copy with personal tax return.

Q8. What is the FinCEN BOI report?

Under the Corporate Transparency Act (CTA), 31 USC §5336, most US LLCs and corporations must file a Beneficial Ownership Information report with FinCEN disclosing each beneficial owner (≥25% ownership or substantial control). Filing is free. For entities formed in 2026, deadline is generally 30 days from formation. Penalties: USD 591/day plus criminal exposure. The applicability has been subject to litigation in 2024–2025 — check https://www.fincen.gov/boi for current status before assuming exemption.

Q9. How does QSBS work?

Under IRC §1202, founders/early shareholders of a C-corporation holding stock for 5+ years can exclude up to USD 10 million (or 10× basis if greater) of capital gain on sale from federal income tax. Requirements: (a) C-corp status (not LLC or S-corp), (b) original issuance directly from corp (not secondary purchase), (c) corp has < USD 50M assets at issuance, (d) ≥80% of corp assets used in active business. This is the single biggest reason VC-bound founders form C-corps from day 1 — converting LLC → C-corp resets the 5-year clock.

Q10. Can I convert my LLC to a C-Corp later when I’m ready to raise VC?

Yes — statutory conversion under most states’ law (Delaware §266, California §1158) or F-reorganization under federal tax law allows LLC-to-C-corp conversion. Costs: legal fees USD 5K–25K, state filing fees USD 200–1,000, possible federal tax recognition depending on structure. Critical issue: the QSBS 5-year clock under IRC §1202 may start fresh at conversion — losing the QSBS benefit on early gains. For founders confident about VC path, C-corp from day 1 is generally cheaper.

11. Conclusion

The United States offers no federal company-formation statute — every entity is created under one of 51 state-or-DC corporate codes, with federal tax classification layered on top. The three most-chosen states for non-resident or out-of-state founders each represent a different objective: Delaware for VC-ready C-corp infrastructure under DGCL with QSBS access through IRC §1202, Wyoming for the strongest LLC charging order protection under Wyo. Stat. §17-29-503 plus near-anonymous public records, and Nevada for combined corporation/LLC privacy with NRS 78.138 director protection at higher annual cost.

The federal layer is non-negotiable: every entity needs an EIN (free, same-day online for US-resident founders or by phone +1-267-941-1099 for international founders), most need a FinCEN BOI report under the Corporate Transparency Act, and any C-corp founder receiving vesting stock has a strict 30-day deadline for the IRC §83(b) election that can be the difference between USD 400 of tax base and hundreds of thousands of dollars of taxable ordinary income later.

The single most expensive misconception in US company formation is that “Delaware” or “Wyoming” save tax for businesses that operate in California, New York, or Texas. Foreign qualification under each operating state’s statute and the home-state minimum franchise tax — USD 800/year in California under Rev. & Tax. Code §17935, for example — apply regardless of formation state. Choose formation state for legal infrastructure (VC familiarity, charging order protection, court of chancery), not for fictional tax savings.

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Disclaimer

This article provides legal information, not legal advice. MmowW Scrib🐮 is a document preparation service operated by a licensed Gyoseishoshi (行政書士) office in Japan. Under Japanese law, a Gyoseishoshi prepares administrative and corporate documents. We are not US attorneys, members of any US state bar, or registered tax preparers in the United States. We are not CPAs. For legal advice on US business formation, retain an attorney admitted in the relevant US state. For tax planning, retain a US-licensed CPA or enrolled agent. References to “we recommend” should be read as “under the cited Code/Statute, the requirement applies.”

Sources

1. Delaware Code Title 8 (DGCL) — https://delcode.delaware.gov/title8/
2. Cornell LII — Delaware Corp Law — https://www.law.cornell.edu/wex/delaware_corporation_law
3. DE Division of Corporations — https://corp.delaware.gov/
4. DE How to Form a Corporation — https://corp.delaware.gov/howtoform/
5. DE Name Search — https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx
6. Wyoming Secretary of State — https://wyobiz.wyo.gov/Business/RegistrationInstr.aspx
7. Wyoming LLC Articles of Organization Form — https://sos.wyo.gov/forms/business/llc/llc-articlesorganization.pdf
8. Wyoming Business Fees — https://sos.wyo.gov/business/docs/businessfees.pdf
9. Wyoming Statutes Title 17 — https://wyoleg.gov/statutes/compress/title17.pdf
10. Nevada Secretary of State Businesses — https://www.nvsos.gov/sos/businesses
11. Nevada Revised Statutes — https://www.leg.state.nv.us/NRS/
12. IRS Form SS-4 (EIN Application) — https://www.irs.gov/forms-pubs/about-form-ss-4
13. IRS Form SS-4 PDF (Dec 2025 revision) — https://www.irs.gov/pub/irs-pdf/fss4.pdf
14. IRS SS-4 Instructions — https://www.irs.gov/instructions/iss4
15. IRS Form 2553 (S-Corp Election) — https://www.irs.gov/forms-pubs/about-form-2553
16. IRS Form 8832 (Entity Classification) — https://www.irs.gov/forms-pubs/about-form-8832
17. IRS S Corporations — https://www.irs.gov/businesses/small-businesses-self-employed/s-corporations
18. IRS Single-Member LLC — https://www.irs.gov/businesses/small-businesses-self-employed/single-member-limited-liability-companies
19. IRS EIN Online Application — https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online
20. FinCEN BOI Reporting — https://www.fincen.gov/boi
21. FinCEN BOI FAQs — https://www.fincen.gov/boi-faqs
22. SEC Rules and Regulations — https://www.sec.gov/about/laws/secrulesregs
23. Cornell LII — IRC §1202 (QSBS) — https://www.law.cornell.edu/uscode/text/26/1202
24. Cornell LII — IRC §1361 (S-Corp) — https://www.law.cornell.edu/uscode/text/26/1361