How to Start a Delaware LLC as a Non-U.S. Resident
Follow this easy-to-use guide to help you complete the process of forming a Delaware LLC more quickly and smoothly.
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You don’t need to be a citizen of the United States, or live in the country, or visit Delaware to register a business there. You can set up your Delaware LLC as a non-U.S. resident or non-citizen and operate your business from your country of residence.
Upon registering your company in Delaware, your LLC will be considered a “foreign entity” in all states outside Delaware, which will be your “domestic state.” These terms apply to all LLCs, whether owned by U.S. residents or foreigners living in other countries.
How to start an LLC in Delaware as a non-resident
1
Select a legally acceptable company name
Search the database accessible through the Delaware Division of Corporation’s website to find an available name for your new LLC. Select the company name you want and record it with the Delaware Secretary of State.
You may or may not choose to reserve an LLC name, to ensure that the one you want to use is still available to you at the time you’re ready to file for state certification of your Delaware LLC.
2
Designate a registered agent
As a non-U.S. resident, you are required to have a registered agent who lives in the country to act as your business’s liaison for purposes of state communications. After you assign a Delaware Registered Agent, your agent must keep a physical address in the state and be available throughout normal business hours.
Your registered agent can forward government mail to you, receive service of process regarding legal cases for you, and perform certain other functions for your business. However, you should not utilize the address of the registered agent service as your company’s place of business. Doing so can jeopardize your personal liability protection under your LLC. If you live and work outside the United States, you can set up a virtual address for your American business.
3
Obtain a virtual address
A virtual business address is a physical street address that you can use for your LLC in the United States. You can receive mail for your business at your virtual address by asking the postal service to link your virtual address to the address of your registered agent service. You must file Form 1583 with the U.S. Postal Service to authorize mail forwarding for the provider of your virtual address to receive mail.
You will also need to submit two forms of acceptable ID along with that form. If you have already registered your LLC in Delaware, be sure to send the Delaware Secretary of State a request to update your LLC records to show your virtual address as your physical address.
4
File a request for a Certificate of Formation
File for approval of your Certificate of Formation (known as Articles of Organization in other states) to establish your new business as a Limited Liability Company (LLC) with the Delaware Secretary of State. You can apply for approval of the certificate by mailing your documentation to 401 Federal Street, Suite 4, Dover, DE 19901. Or, you can process your request online at the Delaware Division of Corporations. See the state’s current fee schedule for the current amounts of required fees.
Expect the process at the Division of Corporations to take about a week. It can take up to three weeks or longer during busy periods.
5
Obtain an Employer Identification Number.
As a resident or nonresident of the United States, you can apply for an Employer Identification Number (EIN) from the IRS. You do not need to live in the U.S. or be a citizen to get an EIN. Having an EIN is required for all companies doing business in the country. You will need the EIN to pay taxes, open a business bank account, or hire workers.
After your Certificate of Formation has been processed by the Delaware Secretary of State, you are free to apply to the IRS for an EIN.
You are not required to have a Social Security Number to obtain an EIN from the IRS. If you are not a U.S. citizen and therefore do not qualify for an SSN, you can apply for an Individual Taxpayer Identification Number (ITIN) from the IRS. Then, you can use your ITIN to apply for the EIN.
6
File a Beneficial Ownership Information report
Starting on January 1, 2024, the majority of businesses owned by foreigners residing outside the U.S.A. but doing business inside the country must submit a Beneficial Ownership Information (BOI) report. This report must be filed with the Financial Crimes Enforcement Network (FinCEN) within 90 days from the date the LLC is registered in a U.S. state. After 2024, the filing time frame requirement will be 30 days.
You can file the report online at the FinCEN site. (The information is not accessible to the public.) The BOI report must include the names, addresses, and taxpayer identification numbers for your business and all persons with significant decision-making authority for the business or ownership interest of 25% or more in the company, and for the party that files LLC documents on behalf of the business owner(s).
7
Open a business bank account
Opening a U.S. bank account is typically very easy for residents to do, but for non-residents, it can be more difficult, especially from outside the country.
There are also platforms that are recognized for being helpful to non-U.S. residents opening bank accounts like Mercury, Relay, and Found.
You are not required to have your bank account in the same state where you registered your LLC. You may be asked to provide some of the LLC formation documents you obtained as part of your work to set up your business bank account.
Delaware LLC costs
These are initial costs for registering an LLC in the state, though this list may not account for all costs, depending on the nature of your business and your particular needs for it.
| Document | Fee |
| Foreign Certificate Registration | $200 |
| Certified Copy | $50 |
| Registered Series Formation | $110 |
| Change of Registered Agent | $50 |
| Restatement | $220 |
| Cancellation Foreign | $200 |
| Termination or Amendment | $220 |
| Annual DE Tax for LLCs | $300 |
| Annual Report Filing Fee | $50 |
| Minimum Annual Franchise Tax | $175 |
Keeping compliant
Being a business owner operating in the United States while living outside the country can be especially challenging. Naturally, your top priority must be to ensure that your firm consistently stays in good standing by meeting all municipal, county, state, and federal regulations that pertain to any facet of your business activities.
Some examples of requirements you must meet include paying the annual Delaware Registered Agent Fee. You must satisfy annual IRS income reporting requirements and meet the deadlines for those. Your business, along with all other LLCs registered in the state must further pay the State of Delaware an annual Franchise Fee of $300.
There may be other federal and state requirements, and you may discover local ordinances that apply to your business, depending on where your company operates in the United States. Of course, laws change, so it’s important to keep updating your knowledge through your term of operation in the country.
Paying taxes as a non-U.S. resident
If you own a company in the United States, whether you live in the country or abroad, your business income will be taxed at 30%. Although this federal tax rate is the same for residents and non-residents of the U.S.A. alike, nonresidents’ tax collection is treated as pass-through. That means the Internal Revenue Service does not process taxes you may owe on your business’s earnings. Instead, the IRS allows your business income to pass through the system for handling by the taxing agency in your country of residence.
Consult with an American tax specialist before launching your business operations in the United States.
Benefits of a U.S. LLC for non-residents
There are major tax advantages for 100% foreign-owned LLCs operating in the United States. One of the most significant is that a business owned by a non-U.S. resident is treated by the Internal Revenue Service as a “pass-through” business entity. With this U.S. business status, the responsibility for processing tax returns and payment obligations is allowed to pass through to the company owner’s country of residence instead of being collected by the IRS.
- Advantageous IRS tax reporting for non-U.S. resident business owners.
- Durable liability protection for business owners’ personal assets.
- Access to relatively abundant venture capital sources.
- Smooth state processes for establishing LLCs.
Benefits of Delaware LLCs
- For foreign residents who want to restructure their Delaware LLC to a C-Corp business entity, to add investors or for some other purpose, Delaware offers the best option.
- Delaware is the ideal state for LLCs with owners looking to raise venture capital or private equity investment.
- Delaware’s governmental systems all have exceptional proficiency with LLC and corporate business structures.
- Delaware’s judiciary is highly knowledgeable and experienced in cases of LLC and corporate law.
- Delaware’s court system is facilitated by an abundance of case law to produce the most legally supportable outcomes.
FAQs
Does forming an LLC require multiple people in Delaware?
A Delaware LLC does not require multiple members. Single-member LLCs have only one member, but a solo member has the same legal rights and obligations as LLCs with multiple members.
Is it necessary to hire a professional to obtain a U.S. taxpayer ID number?
It is not necessary to have your application for an ITIN. You can submit the one-page form and receive your new ID number directly from the IRS.
How much does it cost for nominee service in Delaware?
Using a nominee service to protect your identity regarding your LLC is typically available for nonresidents of the U.S. for a nominal fee.
As a non-U.S. resident, do I need an apostille?
If your Delaware LLC needs authentication of document certifications by the Delaware Secretary of State, an apostille validating the certification of such LLC formation documents is available to you.
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