What do the Delaware Law & US Federal Filing changes mean for global companies operating in the US?

Director of Compliance
& Corporate Secretarial
Amesto Global

Insights from Christopher Edwards - Partner, Reitler Kailas & Rosenblatt LLP

For many companies, Delaware is the go-to state for incorporation in the US, especially for those with international ownership. However, recent changes to Delaware’s DGCL are prompting business leaders to take a closer look at their governance and recordkeeping practices. 

Often seen as the United States’ equivalent of Luxembourg, as many companies are formed in Delaware, Delaware recently amended the DGCL to simplify certain corporate records requirements.  

Under the laws of many states in the United States, stockholders of companies have the right to inspect corporate books and records, often including stockholder lists and corporate financial information. While these requirements apply to all corporations subject to the state’s law, they are particularly relevant to companies that have more than one stockholder, such as companies that issue stock to employees and companies that issue stock to investors, since companies with stockholders beyond a single non-US parent may be more likely to face stockholder requests to inspect books and records. Transparent, proactive communications to stockholders can also reduce the likelihood of a stockholder demanding to see corporate records. 

As several states began narrowing the scope of records available to stockholders, some companies considered leaving Delaware for jurisdictions that they viewed as more company-friendly. In response, Delaware recently simplified the scope of books and records that must be provided to stockholders (and directors) who submit a valid request.   

Under Section 220 of the DGCL, those records now include records such as: 

1. The company’s certificate of incorporation 

2. The company’s bylaws 

3. Minutes of stockholder meetings, stockholder consents and communications to stockholders, during the last three years 

4. Board minutes and materials provided to the Board of Directors or Board of Directors committees 

5. Annual financial statements during the last three years 

6. Any agreements with stockholders 

Companies should be prepared to provide these records upon request. If stockholders and directors satisfy certain prerequisites to making their demands for records but the company fails to provide them, they can take legal action to enforce access. If a company does not have some of these records, then it might not be necessary to create them, depending on the type of record. However, if the company doesn’t have minutes of stockholder meetings, minutes of Board of Directors meetings or annual financial statements, a court may force the company to provide records that are the functional equivalent of them. 

Separately, the United States federal government has also recently lightened companies’ filing requirements. Under the Corporate Transparency Act (CTA), a range of companies are required to file information with the federal government’s Financial Crimes Enforcement Network (FinCEN). However, in February and March 2025, all entities created in the United States, and their beneficial owners, were exempted from the need to report beneficial ownership information to FinCEN. Only non-United States entities that qualify as a “reporting company” under the CTA and do not otherwise qualify for an exemption need to file.  A qualifying “reporting company” includes an entity that: 

1. is formed under the law of a foreign country and  

2. has registered to do business in any United States state (or, although rare, a United States tribal jurisdiction) by filing a document with the relevant secretary of states or similar office.  

However, even non-United States entities that are “reporting companies” do not have to report United States persons in their beneficial ownership reports.   

Please note that the CTA remains in effect, as Congress has not repealed it; the reduction in CTA reporting requirements is due to the executive branch of the United States federal government determined to shrink those requirements. The United States federal government could, in the future, broaden the requirements again.  

Failure to meet corporate recordkeeping and filing requirements can expose companies to a range of risks and penalties, including stockholder lawsuits and a range of additional sanctions. Given the layered nature of US compliance, spanning federal, state and even local levels, businesses (and their directors and officers) may face obligations beyond those outlined above. 

Collaborating with experienced compliance experts can help companies navigate these complexities with confidence. 

Insights from Marc Smeets - Director of Compliance & Corporate Secretarial, Amesto Global

For international companies entering the US market, success often hinges on understanding what you don’t know. While many corporate governance principles may seem familiar to those operating in Europe or other well-regulated jurisdictions, the US has its own unique compliance culture, terminology and expectations that can lead to unintentional gaps. This is particularly true when it comes to newer regulations like the Corporate Transparency Act (CTA), where filing obligations are evolving and where operational readiness is just as important as legal status. 

From the formal appointment of Officers to the varying state-level rules for disclosing ownership changes, the operational nuances of US governance often differ from what international companies are used to. Foreign-owned entities that proactively bridge these gaps are far better positioned to remain compliant, protect their good standing and grow sustainably in the US market.

Over the past six months, the Corporate Transparency Act and its associated beneficial ownership disclosure requirements have undergone several shifts. What began with an injunction and a temporary suspension of the filing obligation has since evolved into a partial exemption —followed by clarification that there will be no immediate sanctions for non-compliance with the (partially suspended) rules. 

So, where does this leave non-resident or foreign investors today?

Despite the evolving regulatory landscape, foreign reporting companies are still expected to comply with the following filing requirements: 

• Reporting companies registered in the United States before the publication date of the Interim Final Rule (IFR) must file their Beneficial Ownership Information (BOI) reports within 30 calendar days of that publication date. 

• Reporting companies registered on or after the IFR publication date have 30 calendar days from the date they receive confirmation of their registration to submit their initial BOI report.

For foreign-owned entities, this timeline is critical. The practical implication is that governance and compliance teams must remain agile, tracking updates and acting early to ensure filings are made on time, even as the regulatory picture continues to shift.

International companies may be surprised by the differences in governance expectations between the US and other jurisdictions. While board and stockholder meetings are common globally, the specifics vary. In Europe, local legislation is explicit about the types of decisions to be approved, such as financials, management and the application of the accounting result. In contrast, US meetings tend to focus more on the appointment and renewal of officers and directors, as well as defining their scope of authority.

The concept of “officers” is distinctly an American approach, where it is a formal and regulated component of the corporate structure. While in Europe, officers are often treated as an organizational or managerial concept. This distinction underscores the need for international companies to adapt their frameworks to US terminology and structure.

Moreover, while European corporate changes typically require formalization and filing in a detailed and often stringent manner, Delaware companies may file certain changes in their annual reports.

Successfully bridging these gaps starts with aligning internal governance protocols to US standards, such as maintaining accurate records, registering officer / director appointments and resignations and keeping stockholder registers current. Doing so is not only critical for legal compliance but also for building investor trust and long-term operational integrity.

As companies grow, compliance must be built into daily operations and not treated as an afterthought. Following internal corporate governance protocols is essential to maintaining good standing. A disciplined approach to internal governance is essential to maintaining good standing, avoiding penalties and preparing for events like audits or investor due diligence.

Best practices include:

• Keeping corporate records current 

• Maintaining up-to-date registers of directors and officers 

• Recording stockholder changes accurately 

• Monitoring and adhering to corporate deadlines

Proactively managing these responsibilities ensures companies remain compliant as they grow, reducing risk while building a solid foundation for future expansion.

As international companies look to expand into the US, it’s crucial to understand the evolving regulatory landscape from both a legal and a compliance perspective. From a legal standpoint, the recent updates to Delaware’s corporate governance rules and the Corporate Transparency Act provide clearer guidelines for stockholder records and meetings, while easing some burdens related to federal filings. Companies must still be diligent in managing these requirements, but the changes ultimately streamline compliance.

From a compliance perspective, foreign-owned businesses must adapt their governance processes to meet US standards, while balancing global best practices. This alignment ensures smooth operations and continued compliance in the US market as businesses scale.

For companies looking to navigate these complexities, legal guidance and advice from experienced professionals like Christopher Edwards at Reitler Kailas & Rosenblatt LLP can ensure proper setup and compliance with US laws. Additionally, working with Marc Smeets and our team at Amesto Global can provide the expertise needed to maintain ongoing corporate compliance in the US market.

DISCLAIMER: This article is for general informational purposes. It does not constitute as legal or tax advice, nor does it create an attorney-client relationship. Consult your legal and tax advisors for specific recommendations.