Legal & Structural Intermediate

Delaware C-Corp

The standard corporate structure for venture-backed startups, incorporated in Delaware.

Definition

A Delaware C-Corporation is the standard legal structure for venture-backed startups. Delaware is chosen for its well-established corporate law, specialized courts (Court of Chancery), and predictable legal framework. C-Corp status means the company is taxed separately from its owners (double taxation: corporate tax on profits, then personal tax on dividends). Despite double taxation, VCs strongly prefer C-Corps because they accommodate preferred stock, option pools, and the complex equity structures startups need.

Why it matters

If your company is a Delaware C-Corp, your equity is structured in the standard way: ISOs, NSOs, and RSUs all work as expected. If it is an LLC or non-Delaware entity, the equity compensation mechanics are different and potentially less favorable.

Example

A startup incorporates as a Delaware C-Corp even though its founders live in California and its office is in New York. This gives it access to Delaware's corporate laws and makes it straightforward for VCs to invest using standard term sheet templates.

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This definition is an educational summary. It is not legal, tax, or investment advice. Specific terms in your equity grant or company documents may differ.