US Incorporation

For an Indian founder raising venture capital from US investors, building a US sales motion, or selling SaaS to US enterprises, US incorporation is rarely a question of whether — it is a question of which entity, in which State, with what cap-table structure, and with what FEMA / ODI compliance on the Indian side. Get those four right and you have an entity that survives a Series A diligence in San Francisco and an income-tax assessment in Bangalore. Get any one wrong and you spend the next eighteen months either re-domiciling, re-papering or restructuring at investor cost.

The default in 2026 for an Indian founder raising US VC is the Delaware C-Corporation. Y Combinator, Sequoia, Andreessen Horowitz, Founders Fund and almost every institutional US fund will only invest in a Delaware C-Corp — the entity type, the State of incorporation, the standard charter, the ability to issue preferred stock with multiple liquidation preferences, the predictable Court of Chancery jurisprudence, and the founder-protective fiduciary regime are why. LLCs, by contrast, are excellent for cash-flowing service businesses, single-member operating companies and consulting practices that will not raise institutional VC — pass-through tax, simpler governance, and no double-taxation. Picking between the two before you raise any money is the single highest-leverage decision in the entire incorporation file.

We handle US incorporation as one integrated file — entity-type selection (C-Corp vs LLC), State of incorporation (Delaware default, with deviations explained), State of operation and foreign qualification (California, New York, Texas — wherever the actual operations are), EIN, registered agent appointment, articles of incorporation, bylaws, founders' stockholder agreement with reverse vesting, 83(b) election filing, ODI / FEMA compliance for Indian-resident shareholders, and the US-India tax map (Subpart F, GILTI, FIRPTA, treaty positions). One workstream, one closing deck.

The Five Decisions That Drive a US Incorporation

• Entity Type — C-Corp vs LLC:: Delaware C-Corp is the institutional-VC default — preferred stock, ESOPs, predictable governance, double-tax accepted as the cost of fund-ability. LLC suits cash-flowing services / consulting / single-member operations — pass-through tax (no entity-level US federal tax), simpler governance, but no preferred stock and no QSBS exclusion under Section 1202. Get this wrong and a re-domicile to C-Corp later costs USD 25-50k plus 6-12 weeks.

• State of Incorporation:: Delaware is the default — Court of Chancery, predictable case law, mainstream investor expectation. Wyoming for cost-conscious LLCs, Nevada for specific privacy needs, California / Texas only where operations and incorporation align cleanly. Inc-in-Delaware-operate-in-California requires foreign qualification in California — additional registration, registered agent, franchise tax filings.

• EIN, Registered Agent & Foundational Docs:: EIN (Employer Identification Number) from the IRS, registered agent appointed in the State of incorporation, articles of incorporation filed with the Delaware Secretary of State, bylaws adopted by the Board, founders' stockholder agreement (with vesting), initial Board and stockholder consents executed.

• 83(b) Election — 30-Day Window:: Where founders' stock is subject to vesting, a Section 83(b) election must be filed with the IRS within 30 days of the stock issuance to elect taxation at grant rather than at vest. Missing this window means founders pay ordinary income tax on the appreciation at each vesting tranche — at scale, a seven-figure tax mistake. We file this as part of closing, never as a follow-up.

• FEMA / RBI ODI for Indian-Resident Shareholders:: Where any shareholder of the US entity is resident in India, the investment is an Overseas Direct Investment under FEMA. The OPI / ODI Rules 2022 brought this into a clearer framework, but the compliance is real — Form FC-ODI-Part-I filing through an Authorised Dealer Bank, Annual Performance Report (APR), and Form FC-GPR equivalent for the inbound side where the US entity later sets up an Indian subsidiary. Indian founders flipping their cap table to a US parent (the 'flip') trigger the same ODI / share-swap regime — and the more recent 'reverse flip' (US parent collapsing back to an Indian holding) has its own tax and FEMA implications now becoming relevant for many bridge-stage companies.

• US-India Tax Map:: Subpart F and GILTI inclusions for US shareholders of foreign subsidiaries, FIRPTA on US real estate, India-US DTAA positions on dividends, royalties, capital gains and FTS, transfer-pricing for inter-company services, and the State-level franchise / income tax footprint (California's USD 800 minimum franchise tax, Texas franchise tax, Delaware franchise tax based on authorised shares or assumed-par-value method). Each of these is a real annual cash cost — not a theoretical exposure.