Delaware LLC for Non Residents: Formation, EIN and Taxes

Delaware LLC for non residents: the steps in order

Yes, you can form a Delaware LLC while living outside the US: the certificate of formation asks for no US citizenship, residency, visa or visit. It takes one filing with Delaware through a Delaware registered agent, then an EIN from the IRS, a bank account and two yearly obligations. The state filing fee is $110; after that Delaware charges $400 a year and the IRS expects an information return.

Forming the LLC does not by itself make the owner taxable in the US. US income tax turns on whether the owner has a US trade or business, covered below. Form 5472, though, can be due even when the LLC earns nothing, because a contribution or a payment of formation costs by the owner is a reportable transaction.

A case is not simple when:

• the LLC has two or more owners, which changes its default tax treatment;
• the work, staff, inventory or an office is in the US;
• the owner is a company, not a person;
• you want the LLC taxed as a corporation.

Each of these needs professional judgment before filing anything.

Gather first: passport, home address, two or three name choices, the registered agent's details, the EIN letter once issued, and records of every payment you make into the LLC.

For Delaware versus Wyoming or your home state, see which state to form in.

Can I form a Delaware LLC if I am not a US citizen or resident?

Yes, on the sources read. The IRS says most states do not restrict who owns an LLC, and that members may include individuals, companies and foreign entities (IRS: LLCs). The Delaware statute lists what a certificate of formation must contain, and none of it is citizenship, residency or a visit (Del. Code tit. 6, § 18-201).

Delaware is not anonymous. The certificate need not name the members, but the IRS asks for the owner's name on Form SS-4, banks verify owners, and Form 5472 reports the foreign owner to the IRS.

What do I file to form it, what does it show, and what does it cost?

File a certificate of formation with the Delaware Division of Corporations, online or by mail (Division: how to form). The statute requires only the LLC's name, the registered office address and the registered agent's name and address; the members may add other matters (§ 18-201).

The LLC exists once Delaware files the certificate, or on a later date you set in it. The state filing fee is $110; faster handling costs extra (Division fee schedule).

Do I need a Delaware registered agent, and can I be my own?

Yes, every Delaware LLC needs one, and an owner abroad usually cannot serve. The Division requires a physical street address in Delaware. An individual agent must be a Delaware resident; a business agent must be present at that address during business hours (Division: registered agent FAQs).

The statute also lets the LLC itself act, but only through a registered office in Delaware (§ 18-104). Delaware mails the yearly tax statement to the agent, so keep the agent's contact details current (§ 18-1107(d)). For which address goes where, see US business address and bank account.

Do I need an operating agreement, and is it filed with Delaware?

Delaware does not file it. An operating agreement is the owner's agreement about how the LLC runs; Delaware law lets it be written, oral or implied, and it may be signed before, at or after the certificate is filed (§ 18-101; § 18-201(d)).

A written agreement is the record of who owns and controls the LLC, which is what the IRS and banks ask about. Keep it with your formation papers.

How do I get an EIN with no SSN or ITIN?

Apply on Form SS-4 by phone, fax or mail. The IRS online tool needs a principal place of business in the US and the responsible party's SSN or ITIN, so an owner abroad without one cannot use it (IRS: get an EIN).

Form the LLC first; the IRS says applying before the state filing can delay the EIN. There is no fee. On the form:

• Line 7b: enter "foreign" or "N/A" if the responsible party has no SSN or ITIN and cannot get one.
• Line 8a: answer yes, and give the number of members on line 8b.
• Line 9a: check Other and write "Foreign-owned U.S. disregarded entity-Form 5472".

Source: IRS: Instructions for Form SS-4. Report a change of responsible party on Form 8822-B within 60 days. Address lines and the owner's identity documents are in US business address and bank account.

How do I open a US bank account from abroad?

Expect the bank to identify and verify the people who own and control the LLC when the account opens (31 CFR 1010.230). Each bank sets its own other requirements, and no government page lists them. Bring the formation papers, EIN letter, operating agreement and passport. For what banks check and whether you can apply remotely, see US business address and bank account.

Does a foreign-owned Delaware LLC report to FinCEN?

No. FinCEN states that, under its final rule effective August 14, 2026, U.S. companies are exempt from beneficial ownership information reporting, and it describes the exempt group as entities created in the United States (FinCEN). The regulation now defines a reporting company only as an entity formed under the law of a foreign country that registered to do business in a US state (31 CFR 1010.380(c)(1)). A Delaware LLC is created by filing with Delaware, so it is outside that definition. The definition looks at where the entity was formed, not at the owner's citizenship or residence.

This rule changed recently, and FinCEN warns that some of its older pages are outdated. Check FinCEN's page before you rely on this. The rule is separate from the bank checks above.

What does Delaware charge each year, and is there an annual report?

Delaware charges $400 per LLC for each calendar year, due by June 1 of the next year, and requires no annual report (Division: LLC tax instructions). It is a tax on the LLC, not on income, so an LLC with no income still owes it. The Division states there is no proration.

After June 1, Delaware adds a $200 penalty and 1.5% interest per month (§ 18-1107). An LLC that does not pay stops being in good standing. For late payment, cancellation and revival, see Delaware LLC annual tax.

What does the IRS want each year: Form 5472 and the owner's return?

A one-member LLC owned by a foreign person files Form 5472 attached to a pro forma Form 1120, even though it has no income tax return otherwise. The IRS calls it a foreign-owned U.S. disregarded entity (IRS: Form 5472 instructions).

Sources: Form 5472 instructions; Form 1120 instructions. The form is not required when there are no reportable transactions, but paying formation fees or funding the LLC is reportable, so the first year normally needs a filing. For the filing in detail, see foreign-owned single-member LLC filing.

The owner's own return is separate. A nonresident alien must file Form 1040-NR if engaged in a US trade or business, or if US income was not fully taxed by withholding (IRS: nonresident aliens). An owner that is a company files differently.

Does my LLC owe US income tax if I work and live abroad?

It depends on whether the owner has a US trade or business. For income tax, a single-member LLC is disregarded, so the owner is the taxpayer (IRS: LLCs). The IRS says the place where services are performed generally decides their source, so services performed entirely abroad are generally foreign-source (IRS: source of personal service income).

Things that can change that answer:

• performing services in the US, even for part of the year;
• selling goods or inventory in the US, including from a US warehouse;
• an office or agent in the US.

Income connected with a US trade or business is taxed at graduated rates. Other US-source income such as royalties or interest is generally taxed at a flat 30%, or a lower treaty rate if one applies (IRS: effectively connected income; IRS: nonresident aliens). See when foreign owners owe US tax.

US clients may ask for a tax form before paying. Because the LLC is disregarded, the owner, not the LLC, gives them the appropriate Form W-8 (IRS: Form W-8BEN instructions); which form and which name go on it are in US business address and bank account.

What may my home country tax on the LLC's income?

That depends on the owner's country, and no US government page answers it. The US treats a one-member LLC as disregarded, but your home country makes its own rule on how to treat the LLC and where its income is taxed. Ask your home tax authority or an adviser there before you file, and do not assume that US tax treatment settles it.

What goes wrong most often?

Example

Figures are in US dollars and are illustrative.

Designer in Vietnam, works from home

A designer forms a Delaware LLC for US clients, gets an EIN by phone, and does all work from home. The LLC pays Delaware's $400 on June 1 and files Form 5472 with the pro forma Form 1120 for each year the owner funds it or takes money out. Because the services are performed abroad, US income tax is generally not owed on them. The Delaware tax and the filings still are.

Consultant in Germany, no income in year one

A consultant forms an LLC in December and pays the fees from a personal card. The card payment is an amount paid in connection with forming the LLC, which Form 5472 reports, so the LLC files Form 5472 with the pro forma Form 1120 for that first year even with no income. Delaware's annual tax is still due the following June 1, because Delaware does not prorate it.

Online seller in Turkey with inventory in a US warehouse

A seller stores US$20,000 of goods in a US warehouse and sells to US buyers. Selling inventory in the US can mean a US trade or business, so the owner may owe US income tax and file Form 1040-NR. This is no longer the simple case; get cross-border advice before the first sale.

Different for you?

• Two or more owners, or a corporation as an owner: the LLC is not disregarded by default. See a company with a foreign co-owner and foreign partners and withholding.
• You want a corporation or S corporation instead of an LLC: see forming and running a company from abroad.
• You missed Form 5472 or received a penalty notice: see missed foreign-owner filings and penalties.
• You have US work, inventory or income and need a US return: see nonresident return for business income.
• The owner is a company abroad: see foreign company US tax return.
• You want to pay yourself from the LLC: see paying yourself as a foreign owner.
• You want formation and the first filings handled together: see our business formation service.