Starting a business in the U.S. as a foreigner can feel overwhelming. But Delaware makes it easier than most states. You don’t need a visa or U.S. address to form a company there.
The process is fast, affordable, and remote-friendly. That’s why thousands of international entrepreneurs choose Delaware every year.
This guide breaks down exactly how to start a Delaware LLC as a non-resident.
You’ll learn the steps, documents, tax rules, and how to stay compliant. No guesswork. Just what you need to get started.
Why Delaware Is a Top Choice for Foreign Entrepreneurs
Delaware is known for its business-friendly laws. Over 60% of Fortune 500 companies are incorporated there. Foreigners can form a company without a U.S. address or visa. You only need a registered agent based in Delaware.
The state offers strong legal protections for business owners. Its Court of Chancery handles business disputes fast and without juries. This reduces risk and legal costs.
Delaware does not tax income earned outside the state. If your LLC does not operate in the U.S., you may not owe federal or state income tax. You’ll still need to file certain IRS forms.
Another reason foreigners choose Delaware is privacy. The state does not require you to list LLC members in public records. Only the registered agent and organizer are publicly listed.
Finally, the formation process is fast. You can create an LLC in 1 to 3 days online. Many agencies offer full service, including document filing, EIN application, and compliance tracking.
Step-by-Step Guide to Starting a Delaware LLC as a Foreigner
Forming an LLC in Delaware follows a clear legal process. The steps below outline what you need to do, in the correct order, with no unnecessary requirements or delays.
📋 Steps to Form a Delaware LLC
| Step | Action | Details |
| 1 | Choose a Unique LLC Name | Must end in “LLC” or “Limited Liability Company.” Check availability on the Delaware Division of Corporations site. |
| 2 | Appoint a Registered Agent | Required by law. The agent must have a physical address in Delaware and be available during business hours. |
| 3 | File Certificate of Formation | File online or by mail with the Delaware Division of Corporations. The fee is $90. No notarization needed. |
| 4 | Create an Operating Agreement | Not required by the state, but strongly recommended. Helps protect personal assets and clarify business structure. |
| 5 | Get an EIN from the IRS | Needed to open a U.S. bank account and file taxes. Apply online using Form SS-4. You can apply by fax without an SSN. |
| 6 | File BOI Report | Under the Corporate Transparency Act, all LLCs must report beneficial ownership. File with FinCEN within 30 days of formation. |
| 7 | Open a U.S. Bank Account | Requires EIN and certified documents. Some banks may ask for a U.S. address, but fintech options are available. |
Understanding the Role of a Registered Agent in Delaware
A registered agent is legally required for every Delaware LLC. This applies whether you live in the U.S. or abroad. The agent acts as your official point of contact within the state.
They receive legal documents, government notices, and service of process on behalf of your company. The agent must be available during standard business hours and must have a physical address in Delaware — P.O. boxes are not allowed.
You can’t serve as your own agent unless you have a physical presence in Delaware. Most foreign owners use a registered agent service. These services usually cost between $50 and $150 per year.
Your registered agent’s name and address will appear on the public record. This helps ensure that the state or legal authorities can reach your business if needed.
Changing your registered agent later is possible. You’ll need to file a form and pay a small fee to update the state records.
Tax Benefits and Obligations for Foreign-Owned Delaware LLCs
Delaware offers clear tax advantages for non-residents, but it’s important to understand your responsibilities as a foreign business owner.
No State or Federal Income Tax (In Most Cases)
If your LLC does not have a U.S. trade or business, or “effectively connected income,” you likely won’t pay federal income tax. Delaware also doesn’t tax income earned outside the state.
For example, if you run an online service from outside the U.S., have no office or employees in the U.S., and sell to international clients, you typically owe zero income tax at both state and federal levels.
However, you must still file informational forms with the IRS, even if you owe no tax.
Required IRS Filings for Foreign-Owned LLCs
Every Delaware LLC with at least one non-U.S. owner must file Form 5472 and a pro forma Form 1120 annually. This informs the IRS that your LLC exists and reports transactions between you and the company.
These forms are due by April 15 each year. Late filings can lead to a $25,000 penalty.
To file, you need an EIN — the employer identification number — from the IRS. You don’t need a Social Security number to apply.
Beneficial Ownership Information (BOI) Report
As of January 1, 2024, the U.S. requires all LLCs to file a BOI report with FinCEN under the Corporate Transparency Act. You must report the identities of beneficial owners — those with significant control or ownership.
The deadline is 30 days after company formation, or 90 days if formed in 2024. This is a one-time report unless your ownership or details change.
Delaware Franchise Tax
Every Delaware LLC must pay an annual franchise tax of $300. This is due by June 1 each year. You don’t have to file a full return, just make the payment through Delaware’s online system.
Even if you made no money, you still need to pay this flat fee. Failing to do so results in late fees and loss of good standing.
Bonus Recap: Tax and Compliance Summary for Foreign-Owned LLCs
| Requirement | What It Covers | Deadline | Notes |
| Form 5472 + 1120 | Informational IRS filing | April 15 | Required even if no income; $25K penalty for late filing |
| BOI Report | Beneficial owner disclosure to FinCEN | 30 days after formation (90 days in 2024) | One-time report unless company details change |
| EIN | Tax ID number for IRS purposes | Before filing any IRS forms | Apply via fax if you lack SSN |
| $300 Franchise Tax | Delaware LLC annual fee | June 1 | Fixed amount, regardless of income |
| State and Federal Tax Return | Only if U.S. source income exists | April 15 | Not required if income is 100% non-U.S. |
Opening a U.S. Bank Account for Your Delaware Business
Opening a U.S. bank account is one of the most challenging steps for foreign LLC owners. However, it’s also one of the most important.
Without a U.S. business bank account, you may not be able to accept payments, pay suppliers, or file taxes correctly.
What You Need to Open an Account
@jamesbakercpa If you’re a non-US person and don’t have a Social Security Number, here’s how you can still open an LLC and a bank account in the US 👇🏼 1️⃣ Get a business address: A virtual address is essential. You can use services like Anytime Mailbox or other registered agent services. This is key for receiving mail and legitimizing your business. 2️⃣ Open your LLC: After securing your address, you can easily open your LLC online. It’s usually around $100. Check out my free YouTube video on how to do it! 🔑 3️⃣ Apply for an EIN: You’ll need an Employer Identification Number (EIN). You can file SS4 with the IRS and get it quicker by calling them directly after 5 business days. Don’t wait weeks! ⏳ 4️⃣ Open a bank account: With your LLC and EIN, apply for online banking with Mercury, Relay, or Payoneer. You’ll need a foreign passport to verify your identity. Note: Relay can be tricky without a physical address, but Mercury and Payoneer are more flexible. 💳 👉🏼 Need help navigating this process, getting your address set up, or expediting everything? DM me: I handle everything from LLC formation to tax filings and annual reports, making sure you stay compliant and pay no taxes! 💼💰 #taxes #internationaltax #cpa #accountant #taxconsultant #IRS #llc #llcusa #business #savemoney #nonresident ♬ suono originale – Jim Baker
To open a U.S. business bank account, most banks will require:
- Your EIN (Employer Identification Number)
- A certified copy of your Certificate of Formation
- A U.S. address (even if it’s your registered agent’s)
- An Operating Agreement
- A passport or government-issued ID
Some traditional banks may also require you to visit a branch in person, which is not always possible for international founders.
Workarounds and Fintech Solutions
Several online banking services are now friendly to non-U.S. residents. These platforms allow you to open a business account remotely. Top options include:
- Mercury – Ideal for startups. Works without SSN. Accepts foreign founders.
- Wise (formerly TransferWise) – Offers U.S. account details for international businesses.
- Revolut Business – UK-based fintech that supports global business banking.
- Payoneer – Trusted for eCommerce and service businesses with U.S. clients.
Some services may still require a U.S. address. A registered agent’s address or a virtual business address may help meet this requirement.
If your documents are in another language, they may need to be translated before submission. Certified translation is often required for legal and financial paperwork. For in-person needs such as bank visits, notarizations, or legal meetings, consider professional onsite interpretation services to ensure nothing gets lost in translation during high-stakes interactions.
Things to Avoid
Avoid unverified “address rental” services or fake incorporators. U.S. banks are tightening compliance checks, and fraudulent setups can lead to account closures or IRS flags.
Bonus Recap: U.S. Bank Account Setup for Foreign-Owned LLCs
| Item | Is It Required? | Where to Get It | Notes |
| EIN | ✅ Yes | IRS (Form SS-4) | Apply by fax if you lack SSN |
| Certified Certificate of Formation | ✅ Yes | Delaware Division of Corporations | Request during or after filing |
| Operating Agreement | ✅ Yes | Self-written or via formation service | Not mandatory in DE, but banks require it |
| U.S. Address | ⚠️ Often | Registered agent or virtual mailbox | Some fintechs allow workarounds |
| In-Person Visit | ❌ Usually not with fintechs | Mercury, Wise, etc. | Traditional banks may require this |
| Translated Documents | ⚠️ Sometimes | Use certified translation service if needed | Required if original documents are not in English |
Legal Compliance and Maintenance for Your Delaware LLC
Forming an LLC is just the beginning. To keep your Delaware business in good standing, you must meet certain legal and reporting obligations each year.
These apply whether or not your company earns income in the U.S.
Annual Franchise Tax
Every Delaware LLC must pay a $300 flat franchise tax each year. This payment is due by June 1. Even if your business made no income, the tax must be paid.
Failure to do so leads to late penalties and loss of good standing.
You can pay online through the Delaware Division of Corporations. There’s no need to file a detailed tax return with the state.
IRS Filing Requirements
If you’re a foreign owner, you’ll likely need to file Form 5472 with a pro forma Form 1120 annually. These are due by April 15.
They report your LLC’s ownership and any financial transactions between you and the company.
You must file even if the LLC earns no U.S. income. Failing to file can result in a $25,000 penalty per year.
BOI Reporting
Under the Corporate Transparency Act, you must file a Beneficial Ownership Information (BOI) report with FinCEN. This rule applies to most LLCs formed in or after 2024.
- If formed in 2024: deadline is 90 days after registration
- If formed in 2025 or later: 30 days after formation
You only need to file again if ownership or key details change.
Keep Business Records Up to Date
Keep internal records, including:
- Your Operating Agreement
- Ownership and financial ledgers
- Banking records
- Contracts and invoices
Though not filed with the state, these documents help prove proper operation if ever audited or investigated.
Update Your Registered Agent If Needed
If your registered agent resigns or your relationship ends, you must appoint a new one. File a Change of Agent form with the state to stay compliant.
Conclusion
Starting a Delaware LLC as a foreigner is fully possible, legal, and efficient. With the right documents and partners, you can register remotely, stay compliant, and grow your business in the U.S. market.
Focus on the essentials, file on time, and keep your records clean.