A C corporation is the right structure for taking on investors and issuing stock. For almost everyone else it costs more, files more and taxes the same profit twice. We would rather tell you that here than after you have paid.
$1 to us plus the state's own incorporation fee. General information about US filing requirements on this page — not tax or legal advice.
Every package forms a genuine US C Corporation in the state you choose. Pick the level of first-year help you want.
+ your state's filing fee
Form a US C Corporation, the structure investors expect.
+ your state's filing fee
Formation plus the first-year essentials most founders add.
+ your state's filing fee
Formation with the full first-year set-up, done for you.
About the state fee: the price above is Brio's fee. Your state's own filing fee is added when you pick your state during checkout — you always see the full amount before you pay.
The structure investors expect, and the reason it exists.
A C corporation is a company taxed as its own separate taxpayer. It pays US federal corporate income tax on its profits at a flat 21%, files Form 1120, and exists independently of the people who own it. It can issue shares, including preferred shares, and it can grant stock options.
That last point is the whole reason it matters. The standard fundraising paperwork — SAFEs, the NVCA model documents — is written for a corporation with preferred stock. Many funds cannot cleanly hold LLC interests. And Delaware's corporate case law is the most settled in the US, which shortens legal diligence. No law requires a Delaware C corporation, but it is a sticky convention, and if you are raising institutional money, fighting it costs more than following it.
It is also worth knowing what is not open to you. An S corporation cannot have non-resident alien shareholders at all, is capped at 100 shareholders and can issue only one class of stock. If you live outside the US, your realistic choices are an LLC or a C corporation.
What you gain, and what it costs you.
The company pays 21% on its profits. Then, when it distributes what is left to shareholders, that dividend is taxed again in the shareholder's hands. An LLC does not do this — its profit is taxed once, on the way to you.
Preferred stock, option pools, SAFEs and convertible notes all assume a corporation. If you are raising a round, this is not a preference, it is the paperwork everyone else already uses.
Charged annually and calculated two different ways. The bill Delaware sends you is calculated by the method that is almost always wrong for a small company — see the table below before you pay it.
A C corporation files Form 1120 as its own taxpayer, and Delaware wants an annual report naming every director by 1 March. A dormant corporation is not a free corporation.
Still weighing this against an LLC?That is the right question to ask before filing, and the answer is usually clear in a few minutes.
The honest steer. We form both, and we would rather you picked correctly.
Choose a C corporation because of what you are raising, never because it sounds more serious, and never as a way to pay less tax — taking profit out of one costs you more, not less.
Incorporation, and the filings that follow it.
Delaware if you are raising, or wherever suits if you are not. $1 to us plus the state's own fee — Delaware's is a minimum of $109 under its schedule revised on 1 August 2026, and rises with the number of authorised shares.
Prepared and filed through whichever IRS channel is open to a non-resident, since the instant online tool is closed to anyone with no US residence or principal place of business.
Required by law and required continuously. All 50 states, with anything served on the company scanned to you the same day.
Delaware's are both due 1 March, and the report names every director publicly. We file them and check which franchise tax method is actually cheaper for you.
The corporate return, plus the withholding paperwork on any dividend paid to a shareholder outside the US. Part of our tax filing service.
A free call before you commit. If the honest answer is that an LLC suits you better, that is what we will say — it is the cheaper product for us to sell you.
When a US corporation pays a dividend to a shareholder living outside the US, the default is 30% withheld at source and sent to the IRS. It is charged on the gross dividend, with no expenses and no deductions.
A tax treaty can reduce that, but by how much depends entirely on your country and on who holds the shares. The low figures often quoted — 5%, 10% — are "direct dividend" rates the IRS restricts to a foreign parent company owning roughly 10% or more of the voting stock. An individual founder gets the general rate instead. On the IRS's own Tax Treaty Table 1 (Rev. May 2023) the general rates include the United Kingdom 15%, Canada 15%, Germany 15%, India 25% and Pakistan 30% — no reduction at all. Countries with no US income tax treaty, including the UAE, Saudi Arabia and Nigeria, sit in the "Other Countries" row at 30%.
So on the two headline rates alone, $100 of profit distributed to a shareholder with no treaty relief leaves about $55 in hand. That assumes the profit is fully distributed and no state corporate tax; retain the profit and it does not arise at all. Brio is not a law firm, a CPA firm, an enrolled agent practice or a tax adviser. Check Table 1 for your own country, read the treaty, and take advice on your own facts before acting.
We will set the authorised share count deliberately.It drives your Delaware franchise tax for as long as the company exists, so it is worth getting right on day one.
Delaware offers two calculation methods and you pay the lower. Its notice arrives calculated the first way, which is almost always the wrong one for a small company. Figures verified 1 September 2026.
| Item | Amount |
|---|---|
| Authorized Shares Method — up to 5,000 shares | $175 minimum |
| Authorized Shares Method — 5,001 to 10,000 shares | $250 |
| Authorized Shares Method — each additional 10,000 shares | +$85 |
| Why a founder who authorised 10,000,000 shares without thinking gets a shock | roughly $85,000 on this method |
| Assumed Par Value Capital Method — the usual alternative | $400 per million of assumed par value capital, $400 minimum |
| Maximum, either method | $200,000 ($250,000 for a Large Corporate Filer) |
| Annual report fee, due 1 March with the tax | $50 |
| Late | $200 plus 1.5% interest a month |
A free call first. If you are not raising money, we will usually tell you an LLC is the better answer, and why.
Certificate of incorporation filed, with the authorised share count set deliberately rather than by default — because that number drives your franchise tax for as long as the company exists.
Filed through the channel open to non-residents, with the registered agent in place from day one.
Annual report and franchise tax by 1 March, Form 1120 when due, and the withholding paperwork if the company distributes anything to shareholders outside the US.
Incorporate with the filings already accounted for.Annual report, franchise tax and Form 1120 handled by the same team that files the company.
Yes, with no restriction on ownership. This is the important contrast with an S corporation, which may not have non-resident alien shareholders at all, and which is also capped at 100 shareholders and a single class of stock. Those limits are exactly what a funding round breaks, which is the structural reason investors want a C corporation quite apart from convention.
No law requires it, but the convention is strong enough that fighting it usually costs more than following it. The standard financing documents assume a corporation with preferred stock, many funds cannot cleanly hold LLC interests, and Delaware's corporate case law is the most settled in the US, which shortens diligence. If you are not raising, it buys you nothing.
Because Delaware's default franchise tax calculation is based on it. Authorise ten million shares because a template said so and the Authorized Shares Method produces a bill around $85,000. The Assumed Par Value Capital Method usually produces far less, but you have to recalculate it yourself — Delaware's notice arrives on the expensive method.
Generally the opposite, if you intend to take the money out. Profit is taxed at 21% inside the company and taxed again as a dividend on the way to you, with up to 30% withheld if you live abroad. Leaving profit inside the company is not an unlimited answer either — where earnings are accumulated beyond the reasonable needs of the business, an accumulated earnings tax of 20% can apply.
Section 1202 qualified small business stock is often cited as a reason to choose a C corporation, and only a domestic C corporation can issue it. The conditions are detailed and were changed for stock acquired after 4 July 2025. One point rarely made: it is an exclusion from US gross income, and a non-resident who stays outside the US is generally not subject to US tax on that gain in the first place — so it may be excluding a tax that was never going to be charged. It matters if you move to the US, or for US co-founders. Take advice on your own facts.
Conversions in both directions exist, and an LLC can also elect corporate tax treatment on Form 8832 without changing its legal form. None of it is free, and the tax consequences depend on your situation. It is much cheaper to spend fifteen minutes on the question now — book a call and we will talk it through before you file anything.
Most people who ask us about a C corporation turn out to want an LLC. Fifteen minutes on a call settles it, and it costs nothing either way.
