Company Incorporation Checklist United States of America (USA)

Applicable Law: Delaware General Corporation Law

• Features:

Choose Business Structure: Corporation (Inc.) or LLC structure
Limited liability; shares freely transferable.
Requires a registered agent in Delaware.

• Formalities:

Reserve your company name with Delaware in Form Application for Representation of Entity Name through Delaware Corporation of Division, name once reserved will be valid for 120 days.
Must have a Delaware registered agent with a physical address in the state (advisable).
File Certificate of Incorporation (or Organization) with the Secretary of state in Form Article of Incorporation.
Draft Bylaws (for Corporation)/Operating Agreement (for LLC), it is an internal governance document not filed, but required.
Obtain EIN (Employer Identification Number), apply to IRS in Form SS-4.
Register for State Taxes, register with state tax authority and obtain state tax ID.
Open US Bank Account: US banks require in-person visit by company officers/owners, Company documents, EIN, proof of address, IDs will require as supporting document.
Issuance of share certificate to the shareholder – Physical/Demat (optional)
Obtain Local Business Licenses/Zoning, Industry/Environmental Permits and other licenses as applicable on Manufacturing Companies.

• Document Requirement:

From Indian Parent Company:

1. Certificate of Incorporation

2. Board resolution approving US subsidiary formation and appointing authorized signatory

3. Articles/Memorandum of Association

4. Proof of address

Required Information for the Certificate of Incorporation

5. Company Name

6. Registered Agent’s Name and Address

7. Business Purpose: A general statement such as “to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law” is common.

8. Authorized Shares: Total number of shares the corporation is authorized to issue and, optionally, the par value and classes of stock.

9. Incorporator’s Name and Address: The person or entity preparing and filing the Certificate (often an attorney or founder).

For Bank Account:

10. US company formation documents

11. EIN

12. Parent company documents

13. IDs of authorized signatories

• Approvals & Compliance

After Company is incorporated, the incorporator (can be authorized signatory) appoints the initial board of directors (atleast one, can be foreigner) and adopts bylaws at the first meeting.
Foreign Investment Reporting: File Form BE-13 with the US Bureau of Economic Analysis (BEA) within 45 days of investment.
A company must hold an AGM and file an annual return depends on the state of incorporation.
Annual Filings: File annual reports with the state, IRS tax returns, and comply with local business regulations.

• Pros:

Strong legal precedents and investor familiarity.
No residency requirements for directors/shareholders.

• Cons:

Double taxation (corporate + dividend taxes).
Annual franchise tax and reporting fees.

Note:

Apostille and notarization are generally not required for the process of incorporating a corporation in Delaware. However, there are exceptions and specific scenarios where these may be needed, particularly for international use.
Certificate of Good Standing from the home country is required.
Certified English translation may be required if documents are not in English.

Note: Compliance with local anti-money laundering (AML) and tax laws is mandatory.

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The information is subject to applicability of given provisions/ laws on individual entity and may change without prior notice. The information contained in this publication is subject to changes in tax and regulatory laws in different local jurisdiction.

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