Delaware C-Corp — The VC-Ready Structure for Startups
Delaware C-Corp is the global standard for VC-backed startups. We form yours with full configuration — Certificate of Incorporation, bylaws, cap table, ESOP and founders agreements — and handle the Delaware Flip for startups already incorporated in Argentina or LATAM.
What's included
- Certificate of Incorporation (authorized shares and classes)
- Bylaws drafted for VC-backed startups
- Organizational Board Resolutions
- Restricted Stock Agreements (RSA) with vesting for founders
- PIIA — Proprietary Information and Inventions Assignment
- Initial cap table and share register
- Stock Option Plan (ESOP) for employees and advisors
- EIN from the IRS
- Delaware Flip: restructuring of existing LATAM company
- Annual compliance coordination (franchise tax, reporting)
Common mistakes to avoid
Investors consistently find that IP was developed before the PIIA was signed. This creates ownership uncertainty that can block or delay a round.
A founder who holds unvested shares and leaves early creates a cap table problem that sophisticated investors won't accept without cleanup.
Authorizing too few shares creates problems for future rounds. We structure the cap table with enough authorized shares for investors, ESOP pool and follow-on rounds.
Why Kaplan for Delaware formation
We use NVCA-standard documentation and structure your cap table the way institutional investors expect to see it.
Carlos Kaplan advised technology companies at Fenwick & West in Silicon Valley — the same firm that structures Delaware C-Corps for the world's leading startups.
We handle both the Delaware entity and the Argentine or LATAM subsidiary — cross-border structure, IP transfer, intercompany agreements and ongoing compliance.
Frequently asked questions
Why do VCs prefer Delaware C-Corps?
Delaware has the most developed corporate jurisprudence in the world, with the Court of Chancery specialized in corporate disputes. VCs prefer C-Corps because they allow multiple classes of shares (common/preferred), are compatible with stock option plans (ESOP/ISO), have standardized NVCA terms and facilitate exits (IPO, M&A). Most institutional US funds have restrictions on investing outside Delaware C-Corps.
What is the Delaware Flip?
The Delaware Flip is the restructuring of a LATAM startup so that the holding entity becomes a Delaware C-Corp, with the local company as an operating subsidiary. It's the most common path for Argentine and Latin American startups raising capital from US VCs. Kaplan manages the entire process: structure, documentation, IP transfer and tax compliance in both jurisdictions.
How long does it take to form a Delaware C-Corp?
The Certificate of Incorporation is processed in 2-3 business days (or same-day with expedited filing). Full configuration — bylaws, organizational resolutions, cap table, EIN, founders agreements — takes 1-2 weeks. A full Delaware Flip for an existing Argentine startup typically takes 4-8 weeks depending on the complexity of the existing structure.
Should I form an LLC or a C-Corp for my startup?
It depends on your goals. An LLC is more flexible and tax-efficient for operations, freelancers and businesses not planning institutional fundraising. A Delaware C-Corp is the standard for startups raising capital from US VCs: it supports multiple share classes, ESOP plans and standard VC investment structures that LLCs don't handle well. If you plan to raise institutional capital, a C-Corp is almost always the right choice.
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Tell us your stage, existing structure and fundraising goals — we'll design the right Delaware setup for your startup.
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Tell us your current structure and incorporation goals. We'll design the right Delaware setup for you.