Holding company in Delaware: profits and losses in one tax return

If your company at home holds its US companies directly, each one files its own return. Under US tax law, a foreign company cannot head a consolidated return. A US holding in between can: if it holds at least 80 percent of the votes and value of its subsidiaries, the group may file together.

We form your holding company as a Delaware corporation, keep its resolutions and the register of your subsidiaries, and look after it every year, in English.

Choose your path
Formation package, first year included
$10,620
Delaware state fee, no markup
$109
Total first year
$10,729
From the second year
$3,300 per year

plus Delaware franchise tax (minimum $175) and the $50 annual report

Form a holding
Included every year: the New Horizons Club, worth $1,299 a year.
Not sure which path fits? Call us: +1 512 647 1128

Who the holding company is for

What the holding does
01
Your company at home with several US companies
It brings its US companies together under one US parent.
02
Your first US company, with a second one planned
The holding is in place before the group grows.
03
Investors
You and your co-investors hold your US investments together.
04
A structure for the future
For selling a subsidiary or bringing in an investor.

Non-binding examples. Whether a holding fits your situation is settled in the tax plan, coordinated with your accountant at home.

The package

Everything your holding company needs is in the package.

The holding is a Delaware corporation, with everything in the Delaware C Corporation package plus the extra work a holding company needs. In the first year you get every service in the annual package; from the second year on, everything continues under the annual package.

01

Registration and documents

We file your formation electronically with the Delaware Division of Corporations and prepare the document set for your route. We pass the state fee on with no markup.

  • Certificate of Incorporation
  • Bylaws and organizational resolutions
  • Share issuance and stock ledger
  • For groups, also: Share Subscription Agreement and resolutions of your parent company
02

Holding resolutions and register

We keep the register of your subsidiaries and prepare the holding's resolutions, for example on a distribution or a loan. For the agreements between the holding and its subsidiaries, you get our templates.

03

Accounts: Mercury, Wise and a bank in Austin

We submit your Mercury application with you as soon as your documents and EIN are in. You also get euro account details with your own IBAN through Wise and, if you come to Austin, a personal introduction at a traditional US bank.

04

Tax ID and BE-13

We apply for your Employer Identification Number (EIN) with the IRS. And we file the mandatory BE-13 report with the Bureau of Economic Analysis, the filing many founders have never heard of.

05

Registered Agent in Delaware

Delaware requires every corporation to have a Registered Agent with an address in the state. It's included from day one: mail from authorities and courts reaches you by email, and if a letter has a deadline, we tell you what to do.

06

Address and phone in Austin

Our Austin address goes on your letterhead and invoices, plus a US phone number with call answering.

07

Annual compliance

Shareholder meeting and board of directors meeting, resolutions and minutes, registers, taxes and Delaware filings, and a calendar with every deadline. You sign, we do the rest.

The six points in detail
08

98 contract templates

US-law contract templates for your corporation's day-to-day business, from your first customer contract to your first investor. Plus support in English, as often as you need it.

Included every year

New Horizons Club

$1,299
Value per year, included in the package

Call In Days

With free consultations.

Two paths, clear prices

One question decides it: who owns the holding?

That determines which documents the holding needs from day one. Everything else is the same either way: the formation, the holding resolutions, the subsidiary register, the Registered Agent, annual compliance and our support in English.

Path 01 · Part of a group of companies

Your company at home owns the holding, and the holding owns your US companies.

On top of the corporation's document set come the documents for your parent company and for the holding.

Your document set
  • Certificate of Incorporation
  • Bylaws
  • Organizational Resolutions
  • Share issuance to your parent company
  • Share Subscription Agreement with your parent company
  • Resolutions of your parent company
  • Stock ledger listing the parent company as shareholder
  • Holding resolutions and subsidiary register
  • Intercompany agreements between the holding and its subsidiaries (templates)
$10,620 Formation package, first year included
Delaware state fee, at cost
$109
Total first year
$10,729
Annual package from year two
$3,300 per year

plus Delaware franchise tax (minimum $175) and the $50 annual report

Choose this path
Path 02 · Not part of a group

You and your co-investors own the holding directly.

For investors who keep their US investments under one roof.

Your document set
  • Certificate of Incorporation
  • Bylaws
  • Organizational Resolutions
  • Share issuance to you and your co-founders
  • Stock ledger
  • Holding resolutions and subsidiary register
  • Intercompany agreements between the holding and its subsidiaries (templates)
$9,370 Formation package, first year included
Delaware state fee, at cost
$109
Total first year
$9,479
Annual package from year two
$2,800 per year

plus Delaware franchise tax (minimum $175) and the $50 annual report

Choose this path

From year two, your corporation files its annual report by March 1 ($50) and pays the franchise tax, at least $175 for up to 5,000 authorized shares. Bookkeeping is only added if you book it: from $250 a month, starting when you begin trading.

Not sure which path fits? Book a consultation or call our office: +1 512 647 1128. You can order directly on either path.

How it works

From order to account application, without flying to America.

Everything runs remotely. The timings below reflect our experience, not guarantees.

  1. 1
    Today
    You order

    Pick your path and extras on the order card. You see the total right away.

  2. 2
    After processing
    Formation in Delaware

    We file with the Division of Corporations and prepare your document set.

  3. 3
    About 4 business days
    Tax ID (EIN)

    Without a US Social Security number, we apply for the EIN by fax. The IRS quotes about four business days.

  4. 4
    Within 45 days
    BE-13 report

    We file the mandatory report with the Bureau of Economic Analysis on time.

  5. 5
    Once everything is in
    Mercury account

    With your formation documents and IRS letter (CP575 or 147C), we submit the application together with you. Mercury decides after its own review.

According to Mercury, no visit to the US is required. You only travel to Austin if you want an introduction to a traditional US bank. That is optional.

Accounts

Your holding's bank account, applied for from home.

  • We apply for your business account at Mercury with you as soon as your formation documents and EIN are in hand. According to Mercury, it accepts applications from founders who are not US citizens and do not live in the US.
  • You set up euro account details with your own IBAN at Wise yourself. We guide you through it.
  • As the address where your company operates, give both your own, such as your office at home in Europe. Mercury and Wise do not accept a Registered Agent address for this.
  • If you come to Austin, we introduce you in person to a traditional US bank, free of charge. The bank decides on the account.

Annual compliance

The same obligations every year. You sign, we handle the rest.

A Delaware corporation has obligations, year after year. We take care of these six, in the formation package from day one and then with the annual package.

01

The annual shareholder meeting

We set the date and prepare the agenda and resolutions: at the shareholder meeting, electing the directors and acknowledging the annual financial statements; at the board of directors, appointing the officers and ratifying the company's business. In writing or by video: we write the minutes and collect signatures electronically.

02

Resolutions, minutes and registers

We keep your corporation's resolutions and minutes, the stock ledger and the list of directors and officers. Digital and always up to date.

03

Annual report and franchise tax, on time

Every year by March 1, the annual report (Annual Franchise Tax Report) with the directors' names goes to Delaware, with a fee of $50. Then there's the franchise tax: under the authorized shares method, at least $175 for up to 5,000 shares, prorated in the first year. The first filing is due on March 1 of the year after formation.

04

Registered Agent and mail

The Delaware Registered Agent stays in the annual package. Mail from authorities and courts reaches you by email, and we flag the deadlines.

05

One calendar for every deadline

Every deadline with Delaware, the IRS and the Bureau of Economic Analysis is in your calendar, and we remind you in good time. Since March 2025, the FinCEN report no longer applies to companies formed in the US, confirmed by a final rule of August 11, 2026. If it comes back, we'll handle it at no extra charge.

06

Year-round support and resolutions

Unlimited support in English. Need a resolution for a new account, a contract or a loan? We prepare it, within the usual scope and at no extra charge. Custom documents drafted by the attorneys on the firm's team: $450 per matter.

Resolutions and minutes

Your corporation's memory

When you want to work with a regulated supplier, take out a loan or sell your company, the first thing the other side asks for is your company's resolutions and minutes (the minute book). They show who owns the company, who runs it, who can sign and what was decided when.

If they are missing, they cannot be cleanly recreated after the fact. That is why we keep them from day one. When the moment comes, you just send a link.

BE-13

The mandatory filing many founders have never heard of

If a foreign person directly or indirectly holds at least ten percent of the voting rights, the U.S. Bureau of Economic Analysis requires the BE-13 filing (15 CFR 801.7), even if it never contacts you. The deadline: 45 calendar days from formation.

We file it with every formation, as a short Claim for Exemption where total costs are up to $40 million. Above that, the full form applies, quoted individually.

Template library

98 contracts under US law, ready to fill in.

Every template in English, from your first customer contract to your first investor. The bylaws, resolutions and minutes of your corporation are already part of the package.

Once you've paid, sign in at mtbonnell.com/vorlagen with the email address you ordered with. No password needed: we send you a code by email. The templates are tailored to your corporation: the contracting party is a corporation, with shareholders, a Board of Directors and Officers. They are no substitute for advice on your specific case: where it really matters, the attorneys on the firm's team draft the document.

Sell products or services
26
Business financing
11
Buy and sell real estate
11
Business partnerships
10
Contract management
10
Liability risk management
9
Invoicing and billing
9
Compliance and corporate documents
7
Work with investors
4
General
1
Total
98

What the holding does

One US parent for your US companies.

The holding owns the shares of your US companies. The subsidiaries do the business. The benefits come from US tax law and Delaware law.

80 %

One return for the group

If the holding owns at least 80 percent of a subsidiary's voting power and value, both belong to a group that may file together. The group's taxable income is based on the results of all members, profits and losses combined. A foreign company, such as your company at home, cannot be a member.

100 %

Dividends within the group

If a subsidiary pays a dividend to the holding and both belong to the same group, the holding deducts 100 percent of the dividend. That way profit moves up without being taxed again along the way.

8,7 %

Delaware corporate income tax

Delaware taxes income from activity in the state at 8.7 percent. A company whose activity in Delaware is limited to holding and managing intangible assets such as shareholdings is exempt. If you use the exemption, you file Form CIT-HIC every year.

The holding is the same corporation as in the Delaware C Corporation package, plus the work of a holding company.

Sources: 26 U.S.C. §§ 243, 1501, 1504; Treas. Reg. § 1.1502-11; 30 Del. C. § 1902; Delaware Division of Revenue, Form CIT-HIC.

Holding or Delaware C Corporation

The same corporation. A different job.

Legally, the holding is a Delaware corporation, just like in the Delaware C Corporation package. The difference is its job: the holding owns, the subsidiaries operate. That is why the holding package covers the work a parent company needs, not what belongs to an operating company.

Comparison This package
Holding in Delaware
owns your US companies
Delaware C Corporation
does business itself
RoleOwns the shares of your US companiesDoes business itself
Formation, EIN, BE-13, Registered Agent, annual complianceIncludedIncluded
Holding resolutions and subsidiary registerIncludedNot included
Templates for agreements between the holding and its subsidiariesIncludedNot included
Credit Builder as an add-onAt the operating subsidiaryOptional
Registration in other statesAt the operating subsidiaryOptional

Company first, then the holding?

Either works. If you form the holding first, it forms its subsidiaries itself, and the ownership is set up correctly from the start. If you already have US companies, you move them under the holding later. That is a separate process with tax consequences, which we clarify in advance and quote you a price for.

You form the operating subsidiary with its own package, for example as a Texas C Corporation or Delaware C Corporation, choosing the "Part of a corporate group" option.

Extras

Extras when you need them. Each with its own price.

The package covers everything a holding company needs. You can add these services in the order card now, or later at the same prices.

Go to the order form
Strategy

Tax strategy

$2,000per company

In writing: a clean structure between parent and US subsidiary, or between you and your corporation. Coordinated with your accountant at home.

Full details
Roadmap

Visa roadmap

$2,000per company

In writing: which route to the USA fits you and your team, prepared with the immigration attorney on the firm's team. Filing and government fees are separate.

Full details
For Europe

European document package

$790one-time

Certificate of Good Standing and a notarized Certificate of Incumbency, both with apostille.

Full details
Tax strategy and visa roadmap together: in one order, you save $400. $3,600
Ongoing, as needed
Bookkeeping starts, and is billed, when your business starts. You book the tax return when it's due: every January we send you the order link for the previous year.

Bookkeeping

Basic · up to 50 transactions$250 /month
Operating · up to 200$500 /month
Growth · up to 500$1,000 /month
Financial statements and corporate tax return$1,500

Financial statements, Form 1120 and Form 5472, filed electronically. For $1,500 we first review your records; the amount is credited toward our fixed-price quote.

Deadlines and Form 5472
If the fiscal year matches the calendar year, Form 1120 is due by April 15 of the following year. Filing Form 7004 by that date extends the filing deadline by six months; the tax is still due on April 15. If a foreign person holds at least 25 percent, a Form 5472 is required for each related party with reportable transactions.
Payroll
per employee per month, after a one-time setup of $1,600
$60
Custom resolutions
by the attorney on the firm's team, per matter
$450

Questions

Your questions about a Delaware holding company, answered clearly.

Don't see your question?

Our office in Austin answers around the clock, in English.

+1 512 647 1128 Or book a consultation
Why a US holding company, if my company at home can own the US companies directly?
For the consolidated tax return. A group of corporations may file one consolidated return if a US parent holds at least 80 percent of the vote and value of its subsidiaries. Foreign companies don't count, so your company at home can't be that parent. With the holding company in between, the IRS determines the group's income from the results of all members; in the first year, the subsidiaries give their consent on Form 1122. If your company at home owns its US companies directly, each one files on its own.
How do the subsidiaries' profits reach the holding company?
As dividends. If the subsidiary and the holding company belong to the same group, the holding company deducts 100 percent of the dividend. The profit is taxed at the subsidiary and not a second time at the holding company.
Does the holding company pay corporate income tax in Delaware?
Delaware taxes only income from activity and property within the state, at 8.7 percent. A corporation is exempt if its activity in Delaware is limited to holding and managing intangible assets, such as shareholdings, loans to affiliated companies or trademarks. If you use the exemption, you file the CIT-HIC return every year. According to the form, providing services in Delaware such as accounting or management counts against the exemption. The holding company pays the franchise tax in any case.
What does the holding company cost from the second year on?
The annual package: $2,800 a year outside a group, $3,300 a year within a group. Plus state fees at cost: in Delaware, that's the annual report at $50 and the franchise tax, at least $175. Bookkeeping, financial statements and tax returns are only added if you book them. You book the group's consolidated return as Financial Statements and Corporate Tax Return.
How does the holding company differ from the Delaware C Corporation package?
The company is the same: a Delaware corporation, with formation, EIN, BE-13, Registered Agent and annual compliance. On top of that come the holding resolutions, the register of your subsidiaries and our templates for the agreements between the holding company and its subsidiaries. Credit Builder and registration in other states belong with the operating subsidiary, not the holding company. See the comparison.
Does the holding company have to file Form 5472?
Yes, if a foreign person holds at least 25 percent, directly or indirectly. Your company at home is a foreign person, and so are you. Through the holding company, the subsidiaries are also indirectly 25 percent foreign-owned. For a missing Form 5472, the IRS imposes a $25,000 penalty. Already received a letter like that? IRS letters and penalties.
Does the holding company have to report its beneficial owners to FinCEN?
No. FinCEN has exempted all companies formed in the US from reporting, confirmed by a final rule that took effect on August 14, 2026. If the requirement comes back, we'll handle it at no extra charge.
Can I put existing US companies under the holding company?
Yes. The contribution is a separate transaction with tax consequences in the US and in your home country. We clarify it up front, ideally in the tax plan, and tell you the price before we start.
Do I have to travel to the USA?
Not for the formation; everything is done remotely. You only travel to Austin for the optional introduction at a traditional US bank. With Credit Builder, you travel to the USA once for the bank appointment. Here's how it works.
How long does it take?
Delaware gives no fixed timeframe for standard processing; for a fee, the state works faster, down to one hour. Once the corporation is formed, the EIN, BE-13 and bank application follow step by step.
What do we need for identity verification (KYC)?
For the formation: the names of the Directors (we enter our address as the mailing address) and the details of the shares; in a group, also the details of your parent company and its representatives. For Mercury: the formation documents, the IRS letter confirming the EIN and your passport; Mercury may also ask for proof of address. For euro account details, Wise requires photo ID of the owners and proof of the company's address.

Order

Your Delaware holding company, ready to form.

First choose your route, then the extras you need. You see the total instantly; state fees are shown separately.

1 Your route
2 Formation extras
3 Ongoing, once your business starts

Nothing is due today. You reserve bookkeeping now; it starts, and is billed, when your business starts.

Bookkeeping, billed from business start

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