Forming a Delaware LLC from outside the US

You don’t need to live in Delaware to own a Delaware LLC: asked exactly that, the Division of Corporations FAQ answers “No”. Delaware asks for a registered agent in the state and a flat yearly tax. We checked every rule below with the state and the IRS on October 10, 2026.

Why Delaware has its reputation

Delaware’s LLC Act states a policy “to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements” (6 Del. C. § 18-1101). Disputes over that agreement “may be brought in the Court of Chancery” (§ 18-111). The Court of Chancery’s home page says it is “widely recognized as the nation’s preeminent forum” for disputes over the internal affairs of Delaware business entities. Both features concern the agreement among owners. If no investor or partner needs that, weigh them against the yearly cost.

Filing the certificate of formation

The certificate of formation asks for the LLC’s name, which must include “LLC”, “L.L.C.” or “Limited Liability Company”, and your registered agent’s name and Delaware street address. An “authorized person” signs it, with their name printed underneath. Filing costs $110; the fee schedule adds $50 for 24-hour or $100 for same-day service. Your operating agreement isn’t filed.

What anyone can look up

The free entity search shows the LLC’s name, file number, formation date and its agent’s name, address and phone. LLCs don’t have to list members or managers. The signer’s printed name, though, is on the filed certificate, and the Division sells copies of filed documents. The LLC itself must also keep a current record of every member’s and manager’s name and address (§ 18-305).

Your registered agent in Delaware

The agent must have a physical street address in Delaware. A business can be its own agent only if it’s physically located there, so an LLC run from abroad needs a Delaware resident or a company authorized in Delaware. You give the agent a contact person’s name, business address and phone (§ 18-104). If the agent resigns, you have 30 days from its resignation filing to name a new one, or Delaware cancels your certificate of formation.

The $400 yearly tax

LLCs file no annual report, unlike Delaware corporations. Each pays a flat annual tax of $400, whatever it earns:

• Due: June 1, for the previous calendar year. Form in November 2026 and your first $400 is due June 1, 2027.
• No proration: an LLC on the records at any point in the year owes the full tax, even if formed on December 30.
• Notice: the state mails the statement to your agent at least 60 days before June 1. Distrust any letter or email that comes from neither the state nor your agent.

The tax was $300 until a law approved on May 21, 2026 raised it, effective January 1, 2026. Some Division pages still say $300; the statute (§ 18-1107) and the Division’s tax payment page say $400.

Missing June 1

A late payment adds a $200 penalty plus 1.5% interest per month on both, so $400 becomes $600, plus $9 for each month or part of a month it stays unpaid. The LLC also loses its good standing: the state won’t issue the good standing certificate that some financial institutions require, and the LLC can’t sue in Delaware courts until restored. After 3 years unpaid, Delaware cancels the certificate of formation; reviving the LLC costs $220 plus every missed tax, penalty and interest.

Closing has a catch too. Before filing the $220 certificate of cancellation, you pay any tax owed plus the full tax for the year it takes effect. Close in March 2027 and you owe $400 for 2026 and $400 for 2027.

Other Delaware taxes

Delaware classifies an LLC for its taxes as the IRS does. Under the Division of Revenue’s LLC regulation, members of an LLC not taxed as a corporation face Delaware filing requirements for the years it does business in Delaware, and a business license is for anyone conducting business there. Unsure? Its Nexus Questionnaire gets you guidance.

Federal filings come with any state

The IRS, not Delaware, issues the EIN (getting an EIN without an SSN). A one-owner LLC is disregarded for federal income tax unless it elects otherwise. If a foreign person owns all of it, any year with reportable transactions means Form 5472 attached to a pro forma Form 1120, as our Form 5472 walkthrough for foreign owners explains.

When another state costs less

Delaware costs $110 to form and $400 a year. Wyoming costs $100 and a $60 license tax while the LLC’s Wyoming assets stay at $300,000 or less. New Mexico costs $50 with no annual report. See how Delaware compares with Wyoming and New Mexico, run the 3-year cost calculator, follow the step-by-step guide to a US LLC from abroad or check our ranking of LLC formation services.