Complete guide to forming a Delaware LLC as a non-US resident. Learn about costs ($300/year), privacy benefits, taxation, and how Delaware compares to Wyoming for international entrepreneurs.
Delaware has earned its reputation as America's corporate capital, with 66.7% of Fortune 500 companies incorporated there. For non-US residents considering a Delaware LLC for non US residents, understanding the costs, benefits, and requirements is essential.
In this guide, we'll walk you through everything you need to know about Delaware LLC formation—from weighing the advantages to navigating the step-by-step process and ongoing compliance.
Delaware offers world-class legal infrastructure with 200+ years of business case law, making it the preferred choice for venture-backed companies. However, with $300 annual franchise tax and public member disclosure, it may not be ideal for all non-resident entrepreneurs—especially compared to Wyoming's privacy and cost advantages.
Delaware's dominance in corporate law isn't accidental. The state has built a sophisticated legal ecosystem specifically designed to support businesses of all sizes.
Specialized Court System: Delaware's Court of Chancery operates without juries—all cases are decided by expert business judges. This means faster, more predictable outcomes for complex corporate disputes, often resolved in weeks rather than months.
Investor-Friendly Reputation: Venture capitalists and institutional investors prefer Delaware entities because they "speak Delaware law." This universal legal framework reduces friction in fundraising and M&A transactions.
Established Legal Precedent: With over 200 years of business case law, Delaware provides clarity on corporate governance issues that newer jurisdictions can't match. Attorneys nationwide understand Delaware law, simplifying legal processes.
No State Income Tax for Non-Residents: If your Delaware LLC earns no income within Delaware's borders, you pay zero state income tax—only the annual franchise tax applies.
Many international entrepreneurs weigh Delaware against Wyoming. Here's how they compare for non-resident business owners:
| Feature | Delaware LLC | Wyoming LLC |
|---|---|---|
| Annual Fee | $300 franchise tax | $60 annual report fee |
| Formation Fee | $90-$110 | $100-$102 |
| 5-Year Total Cost | $1,500+ | $300+ |
| Privacy Protection | Members disclosed publicly | Fully anonymous |
| State Income Tax | $0 (non-DE income) | $0 |
| Legal Framework | Court of Chancery, 200+ years | Standard court system |
| Investor Preference | Strongly preferred by VCs | Good for bootstrapped |
| Best For | Venture-backed, scaling companies | Privacy, cost-conscious entrepreneurs |
⚠️ Important: Choose Delaware if you're planning to raise venture capital or convert to a C-Corporation later. VCs strongly prefer Delaware entities due to standardized legal frameworks. For small businesses prioritizing privacy and low costs, Wyoming typically offers better value.
Need help deciding? Our company formation service includes personalized recommendations based on your business goals.
We've streamlined the Delaware LLC formation process to make it simple for non-US residents. Here's what the journey looks like:
Select a unique name ending in "LLC," "L.L.C.," or "Limited Liability Company." We verify availability with Delaware's Division of Corporations.
Delaware requires a registered agent with a physical street address in the state (no PO boxes). We provide this service to keep you compliant.
We submit your Certificate of Formation to Delaware ($90 state fee). Standard processing takes 10-21 business days; expedited options available.
We handle your IRS Form SS-4 application to get your Federal Tax ID (EIN), required for banking and tax compliance.
We provide a customized operating agreement outlining ownership structure, management, and operational procedures for your Delaware LLC.
We ensure your $300 franchise tax is paid by June 1st annually and handle federal tax obligations (Form 5472 + 1120) for foreign-owned LLCs.
Our company formation service handles all these steps for you, typically completing the entire process within 2-3 weeks.
Understanding the full cost picture helps you budget accurately for your Delaware LLC:
Delaware's $300 annual franchise tax is due June 1st regardless of revenue. Missing the deadline triggers a $200 penalty plus 1.5% monthly interest. We handle this automatically for our clients, ensuring you never face late fees.
Our accounting service includes franchise tax reminders and filing assistance, keeping you compliant year-round.
Understanding your US federal tax obligations is crucial for Delaware LLC compliance as a non-US resident:
Reports transactions between your LLC and foreign owners/related parties. Required even with zero income.
Accompanies Form 5472 for foreign-owned single-member LLCs, even if no tax is owed.
Good news: As of March 2025, domestic U.S. LLCs are EXEMPT from BOI reporting—only foreign entities registered in the U.S. must file.
No U.S. Tax on Foreign Income: If your Delaware LLC earns only foreign-sourced income and isn't engaged in trade or business within the U.S., you typically owe no federal income tax—just the informational filings above.
Our federal tax filing service handles Form 5472 and Form 1120 preparation for non-resident owners, ensuring accuracy and IRS compliance.
We help our clients avoid these frequent pitfalls:
Choosing Delaware for privacy
Delaware requires public disclosure of LLC members. If anonymity is your goal, Wyoming offers superior privacy protection.
Underestimating ongoing costs
The $300 annual franchise tax adds up to $1,500 over five years, compared to Wyoming's $300 total. Factor this into your budget.
Using a PO box for registered agent
Delaware law requires a physical street address. We provide compliant registered agent service in Delaware.
Missing the June 1st franchise tax deadline
Late payment triggers $200 penalty plus 1.5% monthly interest. We handle this automatically for clients.
Forming an LLC when you need a C-Corp
If raising venture capital, start with a C-Corporation. VCs prefer C-Corps due to pass-through tax complications with LLCs.
Delaware makes the most sense for non-resident entrepreneurs in these situations:
Choose Delaware if you:
Choose Wyoming instead if you:
Not sure which state fits your goals? We help you evaluate your options during our company formation consultation.
Yes, absolutely. Non-US residents can form and own Delaware LLCs without any restrictions. You don't need to visit the United States, hold a U.S. visa, or have a Social Security Number. We handle the entire formation process remotely.
Standard processing takes 10-21 business days. Delaware offers expedited options: 24-hour service ($100 extra), same-day service ($200 extra), and 2-hour service ($500 extra). Most clients choose standard processing to minimize costs.
No, the entire process can be completed remotely. We handle all filings, documentation, and registered agent services without requiring your physical presence in Delaware or anywhere in the United States.
Delaware LLCs offer flexible taxation (pass-through) and simpler management, ideal for small businesses. C-Corporations have double taxation but are preferred by venture capitalists. If raising VC funding, start with a C-Corp; for most other businesses, an LLC provides better tax treatment and operational flexibility.
The annual franchise tax is due by June 1st and can be paid online through Delaware's Division of Corporations portal. Our clients receive automatic reminders, and we can handle payment on your behalf through our registered agent service.
If your LLC earns only foreign-sourced income and isn't engaged in trade or business within the U.S., you typically owe no federal income tax. However, you must file Form 5472 and pro forma Form 1120 annually for informational purposes. Our federal tax service ensures compliance.
Ready to form your Delaware LLC? We handle everything from Certificate of Formation to federal tax compliance. Get started with our company formation service and have your Delaware LLC operational in 2-3 weeks.
Need ongoing support? Our accounting service includes franchise tax management, federal tax filing, and year-round compliance assistance for non-resident Delaware LLC owners.
Join 2,500+ international entrepreneurs who trust us for US company formation and compliance.
