How to open a company in Delaware

Written by the Miami Soluções team

Delaware is a small state, but it's where the most companies in the United States are registered — including most companies listed on US stock exchanges. This is due to its traditional, business-friendly corporate law, not any universal tax advantage. For Brazilians, Delaware tends to be the right choice in specific scenarios, mainly when there's intent to raise investment.

Professional reviewing documents in an office with the Delaware state flag in the background

Why Delaware

Over decades, Delaware developed a body of business law (the Delaware General Corporation Law) considered predictable and business-friendly, along with a court dedicated exclusively to corporate disputes, which provides more legal certainty in conflicts between members or investors. Because of this, US venture capital funds frequently prefer — or require — the invested company to be a Delaware C-Corp.

Types of companies in Delaware

Delaware allows both LLCs and Corporations. For businesses that don't intend to raise venture capital, an LLC tends to be simpler to maintain. For startups planning to raise funding, a C-Corp is practically the market standard.

LLC or Corporation: which to choose →

Registered agent and ongoing obligations

As with any US state, Delaware requires a registered agent with an address in the state. Companies registered in Delaware also have annual obligations — for LLCs, a flat annual fee (Franchise Tax); for Corporations, the calculation can vary depending on the method chosen and the number of shares issued, which is worth reviewing with an accountant to avoid surprises.

Delaware or Florida?

This is the most common decision among Brazilians who come to Miami Soluções. There's no single universal right answer — it depends on what you plan to do with the company.

See the full comparison: Florida or Delaware →

After opening your company

A company registered in Delaware that operates outside the state (for example, with clients or operations in Brazil or another US state) still has federal tax obligations and, possibly, obligations in the state(s) where it actually operates. Proper accounting is what ensures these obligations are met on time.

See how accounting works for Brazilians in the US →

Frequently asked questions

Why do so many startups choose Delaware?
Delaware has old and well-established business law, with a court dedicated to corporate disputes (the Court of Chancery) and extensive case law. US venture capital funds often prefer — or require — the invested company to be a Delaware C-Corp, which has made the state the market standard for startups seeking investment.
Do I need a physical presence in Delaware to open a company there?
No. As with other states, what Delaware requires is a registered agent with an address in the state — not that the company or its members be physically present.
Does Delaware have a tax advantage for companies that do not operate in the state?
Delaware does not charge state income tax on companies that don't do business within the state. This doesn't eliminate federal tax obligations, nor taxes in the state(s) where the company actually operates — the correct tax treatment depends on the business's real activity and is worth confirming with an accountant.
Is Delaware better than Florida?
There's no single right answer — it depends on the company's goal. Delaware tends to make more sense for those seeking venture capital investment or planning to have institutional investors/shareholders; Florida tends to be more practical for small businesses, service providers, and those who value the established Brazilian community in the state.
I want to open my company in Delaware