Raising capital through a Delaware C corporation does not create any immediate U.S. federal or state tax consequences. You should however be mindful of the compliance obligations related to operating a U.S. C corporation. A Delaware C corporation is required to file Form 1120 on an annual basis, even if there are no revenues or expenses. In addition, if the C corporation is owned by a non-U.S. company, such as a Nigerian corporation, a Form 5472 should be included with the Form 1120 to report the non-U.S. ownership of the Delaware corporation. Cash outflows of funds from the U.S. to a non-U.S. company may be subject to certain disclosures. For example, if a U.S. corporation transfers cash to a foreign corporation, the U.S. corporation may be required to disclose the cash transfer on Form 926 if certain thresholds are met. The U.S. tax rules surrounding this area are complex. I would recommend seeking the advice of a competent CPA or tax attorney to assist the planning and compliance.
