A C-Corp, formed by Fae.
A corporation with shareholders, directors and officers. It is the usual structure for startups that raise money or give equity to a team. Fae prepares the documents and files it with the state.
- Filed with
- Internal rules
- Bylaws
- Owners are called
- Shareholders
- Who can own one
- People from any country
- From
- $198
State fee plus the FairEntity service, in Delaware.
Who a C-Corp is for
It is a standard corporation. It asks for more formalities than an , and in return it is a structure investors already know.
It usually fits if
- You plan to raise money from investors or an accelerator.
- You want to grant stock options to a team.
- You have several founders and want clear ownership percentages.
- An investor asked you for a corporation, often in .
- You accept more formalities in exchange for a familiar structure.
Think twice if
- You are the only owner and do not plan to seek investment.
- You want the simplest yearly upkeep possible.
- The yearly cost the state asks for weighs on your budget.
How it is formed, step by step
Fae leads the conversation and a person on the team reviews what cannot be automated. You see the same progress in your dashboard.
Fae asks only what is needed: what the company does, who the founders are and the name. She also asks who will be directors and officers. Every answer is saved in your company file, and you can stop halfway and continue later. Sensitive numbers are never typed in the chat: Fae opens a private form.
Fae explains how the states differ and what each one costs, and checks the name against the state's rules. For a corporation you also set how many shares are authorized and their par value: Fae proposes usual values and you confirm them. If the name is taken, we contact you to pick another at no cost.
Before paying you review a summary and can correct anything. The quote separates the state fee, which we charge at cost, from the FairEntity service. You pay by card through Stripe, in a single payment.
We file your , order the for the first year and prepare your Bylaws, which a person on the team reviews before handing them over. The state sets the timing: usually takes between 1 and 3 weeks, between 1 and 2, and in an online filing makes the company active as soon as it is completed.
Once the filing is approved, Fae requests the from the IRS. If the responsible party has an SSN or it is requested online; if they have neither, we prepare the SS-4 form for you to sign, and it usually takes 4 to 10 business days. Then Fae walks you through opening a business bank account. Each bank decides whom it approves.
Fae notes the date of each obligation for your company and reminds you at 60, 30 and 7 days. She also watches the renewal. If you want, we prepare and file the , and the state fee is charged at cost.
The Bylaws
They are the corporation's internal rules. Shareholders, directors and officers work within them, and investors usually ask to see them.
We draft them from your company file and a person on the team reviews them before handing them over. They appear in your dashboard with your other documents.
What they usually cover
Offices
Where the main office is and where the records are kept.
Shareholders
How meetings are called, the quorum and how voting works.
Board of directors
How many directors there are, how they are elected and how they meet.
Officers
The roles, such as president, secretary and treasurer, and what each one does.
Shares
How they are issued and how they are transferred.
Fiscal year, indemnification and changes
The year end, protection for directors and officers, and how the Bylaws are amended.
Shareholders, directors and officers
A corporation separates three roles. They can be three people or the same one, and you can live in any country.
One person holds every role
It is valid for a single founder to be shareholder, director and officer at once.
- The same person can be president, secretary and treasurer.
- The corporation needs at least one director and someone who signs the filing, called the incorporator.
- Records are still kept: decisions of the board and of the shareholders.
Each role is shared out
Each founder holds a number of shares, and their percentage comes from that.
- Ownership percentages are clear from day one.
- The board can be one person or several.
- Officer roles are assigned among founders or people you trust.
Who does what
- Shareholders
- They are the owners. They hold shares and vote on big decisions, such as electing the board.
- Directors
- They form the board, which oversees the company and appoints the officers.
- Officers
- They run the day to day. At least a president, secretary and treasurer are required, and one person can hold all three.
Investors and shares
The is the structure most investors know, which is why funding rounds are easier to set up on it.
Standard shares
You set how many shares are authorized and their par value. Fae proposes usual values and you confirm them.
Options for the team
It is the usual structure for granting stock options to the people who work with you.
Delaware
Investors usually ask for it for a . If you will not seek investment, ask Fae whether it suits you.
If you do not yet know whether you will raise money, see the LLC page. →
Taxes, in general terms
This is general information so you know what exists. FairEntity does not give legal or tax advice, and your case depends on where you live and where you earn.
The company is its own taxpayer
A files its own federal return and pays tax on its profit. It is a basic difference from an .
Owners can be taxed again
When the company pays dividends, whoever receives them can have their own obligations. For people living outside the US they depend on their country and any applicable treaties.
Information filings
The IRS usually asks for from US companies with foreign owners, even if the company had no income. Not filing it can lead to penalties.
The state charges too
In the includes the franchise tax, which is calculated from the authorized shares. See the yearly costs section.
What Fae does
She does not file tax returns. She explains which obligations exist and reminds you to review them every year with an accountant who works with foreign-owned companies.
This is general information, not legal or tax advice.
What it costs each year
Pick a state and see what you pay today and what comes after. Nothing below it is charged today.
Wyoming
Today
- State filing fee
- $103.75
- FairEntity formation
- $89
- Total today
- $192.75
Then, every year
- Obligation to the state
- $60 a year
- Registered agentFrom the second year
- $174 a year
When and how
Annual report with the license tax. It is due the first day of your company's anniversary month. The amount shown is the minimum and can be higher depending on the assets you hold in Wyoming.
Delaware
Today
- State filing fee
- $109
- FairEntity formation
- $89
- Total today
- $198
Then, every year
- Obligation to the state
- $225 a year
- Registered agentFrom the second year
- $174 a year
When and how
Annual report plus franchise tax. It is due March 1. The amount shown is the minimum and can be higher depending on how the franchise tax is calculated. If paid late, the state charges a $200 penalty plus 1.5% interest per month.
Florida
Today
- State filing fee
- $70
- FairEntity formation
- $89
- Total today
- $159
Then, every year
- Obligation to the state
- $150 a year
- Registered agentFrom the second year
- $174 a year
When and how
Annual report between January 1 and May 1. After May 1 the state charges a $400 late fee.
New Mexico
Today
- State filing fee
- $102
- FairEntity formation
- $89
- Total today
- $191
Then, every year
- Obligation to the state
- $25 every two years
- Registered agentFrom the second year
- $174 a year
When and how
Biennial report, meaning every two years. Fae confirms the exact date with the state when she files your company.
LLC and C-Corp, side by side
A general comparison. Fae can go through your case with you, and a lawyer or accountant can advise on it.
| Topic | LLC | C-Corp |
|---|---|---|
| Who owns it | One or more members, from any country. Each holds a percentage. | Shareholders, from any country. It also needs directors and officers, who can be the same person. |
| Internal document | Operating Agreement: percentages, decisions and how partners leave. | Bylaws: meetings, directors, officers and shares. |
| Filing document | Articles of Organization (Certificate of Formation in Delaware). | Articles of Incorporation (Certificate of Incorporation in Delaware). |
| Taxes, in general terms | By default the company does not pay tax as such and profit passes through to the owners. There are information filings every year. | The company is its own taxpayer. Owners can be taxed again when they receive dividends. |
| Outside investment | Possible, but less common with investors. | The usual structure for funding rounds and stock options. |
| Formalities | Few. An Operating Agreement and a record of key decisions. | More. Bylaws, a board, shareholder records and a meeting each year. |
| Typical yearly cost | State fee or report, if the state asks for one, and the registered agent. Varies by state. | State report or franchise tax and the registered agent. Varies by state. |
| Switching type later | It can convert to a C-Corp when you start raising money. It is a separate filing with its own cost. | Possible, but worth reviewing with an accountant first because it can have tax consequences. |
| Usually fits | Freelancers, studios, online businesses and small teams. | Startups that plan to raise money or give equity to a team. |
This is general information, not legal or tax advice.See the LLC page →
What is included
The same package for both company types. The state fee is charged at cost and shown on its own.
Inside the formation
- Name check against the state's rules
- Filing with the state
- for the first year
- or Bylaws, reviewed by a person on the team
- Fae's help opening a bank account
- Reminders for each company date, at 60, 30 and 7 days
What you add when you need it
Separate services you choose. The prices come from the same list as the pricing page.
EIN
We request your EIN from the IRS online. For responsible parties with an SSN or ITIN.
$29once
EIN (no SSN)
We prepare and send your EIN application when the responsible party has no SSN or ITIN.
$64once
Registered agent renewal
Registered agent service for each year after the first.
$174a year
Annual report
We prepare and file your annual report each year. The state fee is charged at cost.
$44a year
Business address
A US street address for your company, with mail scanning.
$14a year
ITIN
We prepare your ITIN application with a certified acceptance agent.
$424once
The EIN depends on whether the responsible party has an SSN or ITIN. Fae tells you which applies.
What is left after costs is donated to humanitarian and animal aid in . Each month we publish the ledger with income, costs and donations.
How it works →Frequently asked questions
Tap one to read the answer. If yours is not here, ask Fae.
Why do investors prefer a C-Corp?
Its share structure is standard and well understood, so funding rounds and stock options are easier to set up.
Can I form it from outside the US?
Yes. People who do not live in the US can be shareholders and directors. You do not need to travel, and you do not need an SSN or to form it or to get the .
Do I have to hold meetings?
A corporation keeps records of decisions by its board and shareholders, usually once a year. Fae reminds you of the date and helps you put it in order.
Does a C-Corp cost more than an LLC?
Often yes, because of more paperwork and, in some states, a franchise tax. In , for example, the corporation pays from $225 a year and the $400, so it depends on the state. The yearly costs section shows each one.
Why Delaware?
It is the state investors usually ask for with a . Filing a corporation costs from $109, and the with the franchise tax is due March 1. If you will not seek investment, Fae can explain whether another state suits you.
Who signs and who appears on the company?
You need at least one director, officers covering president, secretary and treasurer, and an incorporator who signs the filing. One person can hold every role.
What is the par value of the shares?
It is a nominal value per share set in the filing. Fae proposes a usual value and you confirm it. If you wonder how it affects the state's taxes, an accountant can clarify it.
How are a C-Corp's taxes paid?
That depends on your case and your country, and FairEntity does not give legal or tax advice. In general terms the company is its own taxpayer and dividends can create separate obligations. Fae explains what exists and can refer you to a professional.
Can I open a US bank account with my C-Corp?
Fae walks you through the process and tells you which documents banks usually ask for, such as the and the company papers. That help is included. Each bank decides whom it approves, and we do not control that.
Can I start with an LLC and move to a C-Corp later?
Yes, it is a common path when a company starts to raise money. It is a separate filing with its own cost. If you already know you will seek investment, it is usually simpler to form the from the start.
Is a C-Corp right for you? Fae will go through it with you.
Tell Fae what you want to do and she will tell you what comes next.
This is general information, not legal or tax advice.