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A Delaware LLC (Limited Liability Company) is a flexible business entity that protects your personal assets from business debts. Delaware is the most popular state for formation because of its business-friendly laws, established court system (Court of Chancery), strong privacy protections, and low ongoing costs. You don't need to live in Delaware or do business there to form one.

You can form in any state, but Delaware has advantages that matter at scale: its Court of Chancery has more than 230 years of business case law, its corporate statutes are the most flexible in the US, and investors are more comfortable with Delaware entities. Most YC and VC-backed startups incorporate in Delaware regardless of where they're headquartered. You do not need to live, work or have an office there.

Standard formation takes 3–5 business days once we file your Certificate of Formation with the Delaware Division of Corporations. After approval, we send you all your documents: Certificate of Formation, EIN confirmation, and operating agreement. The state processes filings in the order received.

No. Non-US residents and foreign nationals can own and form a Delaware LLC. You do not need a US address, Social Security Number, or US bank account to file. We handle the entire process remotely and deliver all documents digitally.

Once your LLC is formed you'll receive:

• Certificate of Formation (stamped by the State of Delaware)
• EIN confirmation letter from the IRS
• Operating Agreement
• Registered agent confirmation

The LLC package includes the state-stamped Certificate of Formation, your EIN from the IRS, an Operating Agreement, and registered agent service, free for the first year.

The C-Corp package includes all of that, plus the Certificate of Incorporation, bylaws, stock ledger and initial cap table, board resolutions (organizational minutes), 83(b) election forms for founders, and 10M authorized shares at $0.0001 par, the investor-standard setup.

An EIN (Employer Identification Number) is your company's federal tax ID — like a Social Security Number for your business. You need an EIN to open a US business bank account, hire employees, file taxes, and sign contracts. We obtain your EIN from the IRS as part of the formation process.

Yes — Delaware law requires every LLC to have a registered agent with a physical Delaware address. A registered agent receives legal notices (lawsuits, subpoenas) and official state correspondence on your behalf.

An operating agreement is an internal document that defines ownership, member roles, profit distribution, decision-making procedures, and what happens if someone leaves the company. While Delaware doesn't legally require one, banks and investors often ask for it, and it's essential for multi-member LLCs. We prepare one as part of your formation package.

After formation, LLCs have two recurring obligations in Delaware:

• Annual Franchise Tax: $300 flat fee, due June 1st each year
• Registered Agent: maintain a registered agent in Delaware

Missing the franchise tax deadline results in a $200 penalty plus interest, and your LLC can eventually be voided by the state.

Yes. To change your LLC name you file a Certificate of Amendment with the Delaware Division of Corporations. This incurs a state filing fee. Your EIN stays the same. Email us at hello@cooperative.io if you need to amend your LLC.

A Delaware C-Corp (C Corporation) is the standard structure for venture-backed startups. It allows you to issue multiple classes of stock, grant stock options to employees, and accept investment from VCs, angels, and institutional funds. If you're planning to raise funding, a Delaware C-Corp is almost always required by investors.

The key differences:

• Taxation: C-Corps are taxed separately from their owners (double taxation possible); LLCs pass income through to members' personal tax returns
• Fundraising: C-Corps can issue preferred stock — what VCs invest in. LLCs cannot
• Equity: C-Corps can offer ISOs (stock options) to employees; LLCs use profit interest units, which are more complex
• Structure: C-Corps have shareholders, directors, and officers; LLCs have members and managers

The simplest rule: if you plan to raise venture capital, a C-Corp is the standard, because investors require it. If you're running a business, consultancy or SaaS without institutional investment plans, an LLC is simpler and more tax-efficient. Most VCs will require converting an LLC to a C-Corp before investing anyway, so if there's any chance you'll raise a seed round, starting as a C-Corp skips that step later.

Standard incorporation takes 3–5 business days. Once Delaware approves your Certificate of Incorporation, we deliver your Certificate of Incorporation, EIN, bylaws, stock ledger, and initial board resolutions.

An 83(b) election is an IRS filing that tells the IRS you want to be taxed on your founder shares now (when the value is near zero) rather than when they vest. Without it, you'll owe income tax each time a block of shares vests — potentially on a much higher value. If your shares have vesting attached, filing an 83(b) election within 30 days of stock issuance is critical. We include the 83(b) forms in your incorporation package.

The startup standard is a 4-year vesting schedule with a 1-year cliff. This means: nothing vests in the first 12 months (the cliff), then 25% vests at the 12-month mark, followed by the remaining 75% vesting monthly over the next 36 months. Investors typically require vesting as it ensures founders remain committed to the company over time.

Most startups authorize 10,000,000 shares at a par value of $0.0001 per share. This is enough for founders, a 10–20% option pool, and early investors. Delaware's franchise tax calculation is also favorable at this par value. You can always authorize more shares later via an amendment, but starting high keeps it simple.

Delaware C-Corps must:

• Annual Report + Franchise Tax: filed and paid by March 1st each year (tax calculated using the Assumed Par Value Capital Method — typically $400–$2,000 for early-stage startups)
• Registered Agent: maintain a registered agent in Delaware
• Annual Board Meeting: hold a board meeting and keep minutes on record
• Federal Taxes: file a Form 1120 corporate tax return each year

Yes — Delaware allows an LLC to convert to a C-Corp through a statutory conversion process. This is common when a startup begins as an LLC and later decides to raise venture capital. The conversion can have tax implications, so it's worth discussing with a tax advisor. Email us at hello@cooperative.io to get started.

A trademark is a word, phrase, logo, or combination that identifies the source of your goods or services. Registering with the USPTO gives you exclusive nationwide rights to use your mark in your category, the ability to sue infringers in federal court, and a legal presumption that you own the mark. It also lets you block counterfeit goods at US customs.

Our search checks the USPTO federal trademark database for marks that are identical to or contain your search term. This lets you see what's already registered or pending in the USPTO system before you file — so you can avoid filing a mark that's likely to be refused or challenged. The search is free and instant.

The USPTO typically takes 8–12 months from filing to final registration, assuming no issues. The main steps are: filing → USPTO review (about 3 months) → publication in the Official Gazette for opposition (30 days) → registration issued. You can use the ™ symbol immediately after filing. The ® symbol is only permitted after registration is complete.

The USPTO uses 45 international trademark classes to group goods and services. Class 9 covers software, Class 25 covers clothing, Class 35 covers business services, and so on. Your trademark is only protected within the classes you register. Most businesses file in 1–3 classes. We help you identify the right classes as part of the filing process.

The USPTO charges a $350 government fee per class. Our flat fee covers one trademark class and includes the application preparation and submission. If you need to register in multiple classes, each additional class adds to the cost. We'll tell you exactly what's due before we file anything.

If the USPTO finds a confusingly similar mark already registered in the same class, they may issue an Office Action refusing registration. This is why we recommend searching before you file. If a similar mark exists, you can still file — but the risk of refusal or opposition is higher. In that case, consulting a trademark attorney may be worth the cost.

The USPTO offers two filing bases:

• Use in Commerce (1(a)): Your mark is already in use on products/services sold to customers. You submit a specimen (label, screenshot, etc.) showing the mark in use.
• Intent to Use (1(b)): You plan to use the mark but haven't started yet. You file now to secure your priority date, then submit proof of use later before registration is finalized.

We'll ask which applies when you submit your application.

A US trademark registration lasts 10 years and can be renewed indefinitely in 10-year increments, as long as you're still using the mark in commerce. You also need to file a Section 8 Declaration of Use between the 5th and 6th year after registration to confirm the mark is still in active use.

Yes. Trademarks can cover brand names, logos or both. A word mark protects the text regardless of design. A design mark protects a specific logo. Many businesses file both for maximum protection.

No. You can register a US trademark as a foreign individual or company. However, non-US applicants are required to have a US-licensed attorney represent them before the USPTO. We handle this as part of our service.

The Delaware franchise tax is an annual fee paid to the state for the privilege of being incorporated or formed in Delaware.

• LLCs: flat $300, due by June 1st each year
• Corporations: variable amount (minimum $50), due with annual report by March 1st each year

Missing these deadlines results in late fees ($200 penalty for corporations) and can eventually cause the state to void your company.

The Beneficial Ownership Information (BOI) Report is a federal filing with FinCEN that identifies who owns or controls a company. US-based founders: As of March 2025, domestic US companies are no longer required to file. FinCEN is expected to issue a final rule later in 2026 that may change this. Foreign founders: If you're forming a US company from outside the US, you are still required to file a BOI report within 30 days of your company's registration becoming effective. We handle the filing on your behalf — it's included in all packages.

A Certificate of Good Standing (also called a Certificate of Existence) is an official document from the State of Delaware confirming your company is legally registered, up to date on all filings and taxes, and authorized to do business. Banks, investors, and business partners often request one when you open an account, sign a contract, or close a funding round.

Missing deadlines can have serious consequences:

• Immediate late penalty ($200 for corporations)
• Interest accrues on unpaid taxes (1.5% per month)
• Your company is listed as "delinquent" by the state
• You lose Good Standing status, which blocks bank account openings and many contracts
• Eventually, Delaware will void or revoke your company's registration

We can help you catch up on missed filings — email hello@cooperative.io.

Delaware LLCs do not file a formal annual report — they simply pay the $300 annual franchise tax by June 1st. Delaware corporations, however, must file an annual report AND pay franchise tax by March 1st. We handle both for our customers as part of our compliance services.

No — Delaware requires the registered agent to have a physical address in Delaware itself. You cannot use a home address in another state, a PO box, or a virtual address outside Delaware. The registered agent must be available at that address during business hours to receive legal documents.

If a company repeatedly misses filings or franchise taxes, Delaware will declare it "void" (LLCs) or "revoked" (corporations). This means the company has no legal standing, cannot enter contracts, sue or be sued, or operate legally. The good news: it can usually be reinstated by filing all overdue reports and paying back taxes, penalties, and interest. Contact us to assist with reinstatement.

Once your Delaware company is formed, you can register it to operate in any US state through a process called foreign qualification. This is required when you have a physical presence, employees or significant business activity in another state. We handle the filing and registered agent setup in the new state. Just email us and we'll take care of it.

Tax services are included in the Growth Plan for both LLC and C-Corp:

• Annual State Tax Filing: We prepare and submit your Delaware state tax filing each year
• Business IRS Tax Filing: We prepare and file your company's federal tax return with the IRS

These cover your company's annual tax obligations — not personal income tax returns. The Founder Pack does not include tax filing services.

By default, the IRS treats an LLC as a pass-through entity — meaning the company itself doesn't pay federal income tax. Profits and losses flow through to the members' personal tax returns and are taxed at their individual rates. A single-member LLC is treated as a sole proprietorship; a multi-member LLC is treated as a partnership. LLCs can also elect to be taxed as an S-Corp or C-Corp if that's more advantageous for your situation.

C-Corps are taxed as a separate entity from their owners. The company pays a flat 21% federal corporate income tax on its profits. If profits are then distributed to shareholders as dividends, those dividends are taxed again at the shareholder level — this is the "double taxation" you may have heard about. However, early-stage startups that reinvest all profits rarely distribute dividends, so double taxation typically isn't a concern until the company is profitable and mature.

The form depends on your entity type:

• LLC (multi-member): Form 1065 (Partnership Return), due March 15th
• LLC (single-member): Schedule C attached to your personal Form 1040, due April 15th
• C-Corp: Form 1120 (Corporate Tax Return), due April 15th (or the 15th day of the 4th month after your fiscal year ends)

Extensions are available for all entity types. We handle preparation and filing — you won't need to navigate these forms yourself.

They're two separate obligations that are easy to confuse:

• Franchise Tax: A state fee paid to Delaware for the right to exist as a Delaware company. It's owed regardless of whether your company made money. LLCs pay $300/year; corporations pay a variable amount based on shares.
• Income Tax: A federal (and sometimes state) tax on your company's actual profits. If the company has no income, no income tax is owed — but franchise tax is still due.

No — our tax filing services cover your company's business tax returns only. We do not prepare personal income tax returns (Form 1040) for founders or members. If your LLC is a pass-through entity, you'll still need to report your share of the company's income on your personal return, which you'd handle with a personal accountant or tax software.

For straightforward early-stage companies with simple financials, our tax filing service is designed to handle your business returns without needing a separate CPA. If your situation is more complex — multiple revenue streams, employees, multi-state operations, or significant investor activity — working with a dedicated accountant alongside our services is worth considering. We're always happy to discuss your specific situation at hello@cooperative.io.

Missing a federal tax deadline triggers automatic IRS penalties:

• Failure to file: 5% of unpaid taxes per month, up to 25%
• Failure to pay: 0.5% of unpaid taxes per month
• Pass-through returns (Form 1065): $220 per partner per month for late filing, even with no tax owed

Filing for an extension avoids the failure-to-file penalty as long as any taxes owed are paid by the original deadline. As a Growth Plan customer, we track your deadlines and handle filings proactively so you don't have to worry.

Yes. If your LLC is foreign-owned, you are required to file Form 5472 (plus a "dummy" Form 1120) even if the company had zero revenue. This is a reporting requirement, not just a tax payment. Missing it carries a $25,000 automatic penalty per form, regardless of income. There are no exceptions for inactive companies.

A federal return is filed with the IRS and covers your income at the national level. A state return is filed separately with the state(s) where your business has "nexus", meaning where it has a physical presence, employees, or meets revenue thresholds for economic nexus. Most businesses need both. If your company is registered in Delaware but operates or earns revenue in California or New York, you'll likely owe a state return in those states too.

Form 5472 is an IRS information return required for any US LLC or corporation that is 25% or more owned by a foreign person or entity. It reports transactions between the US company and its foreign owners or related parties. It is filed alongside a Form 1120 (even if the LLC would not otherwise file a 1120). The penalty for failing to file is $25,000 per form, and the IRS is actively enforcing this, particularly for foreign-owned single-member LLCs.

Most states with a corporate or pass-through income tax require a state return if your business has nexus there. This includes California (minimum $800 franchise tax regardless of income), New York, Texas (franchise tax), and many others. States with no income tax, like Wyoming, Nevada and South Dakota, generally don't require a state income tax return. We'll confirm which states apply to your situation before filing.

We'll send you a simple intake checklist, but at a minimum we'll need your company's EIN, bank statements and transaction records for the year, any invoices, receipts or records of income and expenses, your ownership structure (who owns what percentage), and a passport copy for foreign-owned entities filing Form 5472. If you're unsure what to pull together, start with a tax consultation and we'll walk you through it.

Yes. The IRS allows automatic 6-month extensions for most business returns (Form 7004). This pushes your C-Corp deadline to October 15 and your partnership or multi-member LLC deadline to September 15. However, an extension to file is not an extension to pay: any tax owed is still due on the original deadline, and interest accrues on unpaid amounts. We can file the extension on your behalf if needed.

A licensed immigration attorney reviews, signs and files your petition. AI assists with evidence and drafting; it doesn't give legal advice.

Before work starts, you get a written description of what we'll prepare and file, and what it costs. If your case needs more than that, we tell you before doing it — never after.

No. Government filing fees (and premium processing, if you choose it) are paid separately and shown to you up front. They're set by the government and change from time to time.

No. No attorney can guarantee a visa or green card — decisions are made by the government. What we commit to is a well-prepared petition and an honest view of your case before you pay for one.

Your attorney handles the response, and it's included in your fixed fee. No extra charge for a Request for Evidence (RFE).

We'll tell you before you pay for a petition. A $200 Visa Strategy review shows which criteria you meet today, what would strengthen the case, and whether an O-1A or NIW is the better first step.

They ask different questions. EB-1A looks at whether you're already at the top of your field and usually has a shorter queue. The NIW looks at your forward-looking work. Some people file both, so the stronger case leads. Your attorney will tell you which fits.

Yes. They're separate I-140 petitions with different standards, and some people file both so the stronger case leads.

Yes. USCIS guidance addresses entrepreneurs directly. What matters is a specific endeavor with national importance and evidence that you're well positioned to advance it — not a general claim that the company will create jobs.

Yes. A US company you founded can file the petition, or a US agent can. Your attorney will recommend the structure that fits your situation.

No — Cooperative is a document preparation and filing service, not a law firm. We prepare and submit your documents but do not provide legal advice or representation. For complex legal situations, we recommend consulting a licensed attorney. Our service is designed for straightforward filings where legal advice isn't required. For immigration, a licensed immigration attorney reviews, signs and files your petition.

We charge a flat service fee — no hourly rates, no surprise charges. Your invoice will always show our service fee and any government filing fees separately. Government fees go directly to the state or USPTO and are not marked up. You know exactly what you're paying before you submit.

Both packages include the Delaware state filing fee ($110 for an LLC, $109 for a C-Corp), so there are no surprises at checkout. The Delaware annual report state fee and USPTO trademark fees in the Growth Plan are paid separately, as these vary and are paid directly to the relevant agency.

The Founder Pack is a one-time payment that covers formation and your first year of registered agent and virtual address. After year one, you renew those services separately or upgrade to the Growth Plan, which covers everything on an annual basis.

Yes. You can start with the Founder Pack and move to the Growth Plan at any time, for example when you're ready to stay on top of annual filings and taxes without thinking about it.

If we have not yet submitted your filing to the state or USPTO, we can issue a full refund of our service fee. Once a filing has been submitted, our service fee is non-refundable as the work has been completed. Government filing fees are always non-refundable once paid. Contact hello@cooperative.io with your order details as soon as possible if you need to cancel.

You can track your order in real time from your Dashboard — it shows the current status of each service and any documents we've delivered. We'll also send you email updates at each milestone: when your filing is submitted, when it's approved, and when your documents are ready. If you have questions, email hello@cooperative.io with your order reference number and we'll get back to you within one business day.

Yes. We use industry-standard encryption for all data transmission and storage. We never sell your personal information to third parties. Government filings are public record by law — but your home address stays off public records because we use our registered agent address as the Delaware address for your company.

We accept all major credit and debit cards (Visa, Mastercard, American Express, Discover) through our secure payment processor. All transactions are encrypted and processed securely. We do not store card details on our servers.

Yes. We partner with Mercury, so once your company is formed and you have an EIN, you can apply for a US business bank account online, with no US visit required. Traditional banks like Chase may require an in-person visit. We guide you through the process after your formation is complete.