Setting up an iGaming business in Delaware involves a series of well-defined steps designed to ensure compliance with the state’s regulatory framework. These steps require direct coordination with state authorities and regulatory bodies, which can help you avoid delays and ensure your business is ready to launch. MGL simplifies this process with a clear checklist, building on the foundational setup steps outlined earlier.
Step 1: Preparation of Required Documents
The first step is to prepare your foundational documents, such as the Certificate of Formation for an LLC or the Certificate of Incorporation for a corporation. These documents must include your company name (with designations like "LLC" or "Corporation") and the name and physical address of your Delaware Registered Agent.
For corporations, additional details are required, such as the number of authorised shares, their par value, and the incorporator’s name, address, and signature. Filing fees are straightforward: AU$90 for LLCs and between AU$89 and AU$239 for corporations. You can also reserve a company name for an additional AU$75.
Another critical step is drafting internal governance documents, such as an LLC Operating Agreement or Corporate Bylaws, which outline ownership structures, roles, and operational procedures. These documents are often required when opening bank accounts or attracting investors. MGL ensures these documents are tailored to your needs, making the incorporation process smooth and compliant.
"The reason to come to Delaware is not because we are the low-cost provider. We are not. The reason to form an entity in Delaware is the durable value of our law's predictability and efficiency. Unless you invest in prudent planning from the start, these benefits will be lost." – State of Delaware
If intellectual property is part of your business, additional agreements may be necessary to secure your assets. MGL ensures all documents align with your business goals and regulatory requirements.
Step 2: Due Diligence and Background Checks
Delaware has a rigorous due diligence process for iGaming businesses, involving multiple levels of regulatory checks. This includes Know Your Customer (KYC) and Anti-Money Laundering (AML) procedures, such as verifying key documents and screening against the Office of Foreign Assets Control (OFAC) lists. These lists currently feature over 15,000 entries from 155 countries [7]. Additionally, you’ll need to submit audited financial statements and tax returns from the past three years, along with proof of no outstanding government debts or tax delinquencies.
For iGaming-specific compliance, regulators will review your operational history, including any licences held, responsible gambling policies, player protection measures, age verification protocols (strictly 21 and over), and fund segregation practices. A robust cybersecurity programme is also essential, demonstrating your ability to identify, protect, detect, respond to, and recover from potential threats. These thorough checks are designed to protect your business and establish credibility in the competitive iGaming sector.
Step 3: Final Approval and Company Formation
After successfully completing due diligence, the final step is to transition your application into an operational entity. Once approved, your Delaware entity is officially established. Key tasks at this stage include obtaining your Federal Tax ID (EIN), filing Beneficial Ownership Information with FinCEN, and addressing any securities law requirements.
If your founders’ shares include vesting restrictions, you’ll need to submit an 83(b) Election Form to the IRS within 30 days of the stock purchase. Additionally, securities filings may be necessary depending on your stock issuance structure.
With your formation documents, EIN, and governance records in hand, you can open US bank accounts and ensure compliance with Delaware’s annual franchise taxes, which start at a minimum of AU$175 for corporations and AU$300 for LLCs.
MGL’s expertise ensures your company remains in good standing with Delaware authorities, setting the stage for a successful entry into the iGaming market. This final step completes the incorporation process, positioning your business for long-term success in a competitive industry.
