Delaware LLC for Non-US Residents: 2026 Guide

A Delaware LLC is a US limited liability company registered in the state of Delaware that any non-US resident can own and operate remotely. You do not need a Social Security Number, a US address, or a visit to the United States. You file with the Delaware Division of Corporations, appoint a registered agent, and get an EIN from the IRS by fax or mail.

This guide is written for founders outside the United States who want a credible US company without the myths. Instead of repeating "Delaware is always best," we give you a real Wyoming-versus-Delaware decision framework, the exact mechanical workaround for getting an EIN without an SSN, and the annual filings (Form 5472 with a pro forma Form 1120) that quietly trip up most non-resident owners. Everything below reflects the rules as of 2026, with primary sources named so you can verify each figure yourself.

Last updated: July 2026 · By the UpToNova Team

What Is a Delaware LLC?

A Delaware LLC is a legal business entity formed under the Delaware Limited Liability Company Act. It gives its owners (called "members") limited liability, meaning your personal assets are generally separate from the debts and obligations of the business. Delaware is the most recognized US formation state, home to more than a million registered entities and a specialized business court, the Court of Chancery, that resolves company disputes without a jury.

For a non-resident, the practical appeal is simple: a Delaware LLC is a real, bank-friendly, investor-friendly US company that you can own 100% from abroad. It can hold a US bank account, sign contracts, invoice clients in dollars, and connect to payment processors such as Stripe. Ownership is not public in Delaware, which adds a layer of privacy compared with states that publish member names.

Key features at a glance

Limited liability protection for members.
No residency or citizenship requirement to own the company.
Pass-through taxation by default (the LLC itself pays no federal income tax; profits flow to the owners).
Privacy: member names are not listed on the public formation certificate.
A required Delaware registered agent with a physical Delaware address.

Can a Non-US Resident Form a Delaware LLC?

Yes. A non-US resident can form and fully own a Delaware LLC. There is no US law requiring an owner to be a citizen, a green-card holder, or a resident. You do not need to live in the US, hold a US visa, or set foot in Delaware. The only local requirement is a registered agent physically located in the state.

Here is what a non-resident specifically does and does not need:

No SSN required to form the company or to get an EIN (there is a separate, slower method for the EIN, covered below).
No US address required for you personally; your registered agent supplies the Delaware address.
No travel required — the entire process is done by mail, fax, and online submission.
No US partner or nominee required — single-member, 100% foreign-owned LLCs are completely legal.
You do need a valid passport, a registered agent, and (for banking) some proof of the company's activity.

UpToNova has helped founders in more than 50 countries form US LLCs on exactly this basis. The mechanics are well established; the mistakes people make are almost always about the EIN timeline and the annual tax filing, not about eligibility.

Delaware LLC vs Wyoming LLC for Non-Residents

Delaware is famous, but "famous" is not the same as "right for you." For most bootstrapped, non-resident founders running an online business, Wyoming is cheaper and simpler. Delaware earns its premium mainly when you plan to raise venture capital or issue equity. Below is an honest comparison; for a deeper breakdown see our Wyoming vs Delaware LLC comparison.

Factor	Delaware LLC	Wyoming LLC
State filing fee (as of 2026)	~$110 (verify current figure)	~$100 (verify current figure)
Annual state cost	$300 flat franchise tax	~$60 annual report (minimum)
Owner privacy	High (members not public)	High (members not public)
Court system	Court of Chancery (business-focused)	Standard state courts
Investor / VC familiarity	Very high (the default for funded startups)	Lower
Best for	Fundraising, equity, US-facing brand prestige	Solo founders, agencies, SaaS, e-commerce, cost control

Rule of thumb: if you intend to raise money from US investors or issue shares, choose Delaware. If you are a solo founder or small team running an online or service business and you care about low ongoing cost, Wyoming usually wins. Both give you the same 100% foreign ownership and the same EIN process. State fees change, so confirm current amounts on the Delaware Division of Corporations and Wyoming Secretary of State websites before you decide.

Step-by-Step: How to Form a Delaware LLC as a Non-Resident

The process breaks into seven concrete steps. UpToNova handles the heavy lifting on steps 1 through 5, but understanding each stage helps you avoid delays.

Choose and clear your company name. Your name must be unique in Delaware and end with "LLC" or "L.L.C." Search the Delaware Division of Corporations name database to confirm availability. Avoid restricted words (like "bank" or "trust") unless you qualify.
Appoint a Delaware registered agent. This is legally required. The agent has a physical Delaware address and receives official mail and legal notices on your behalf. UpToNova includes one year of registered agent service in its package.
File the Certificate of Formation. This is the one-page document that legally creates your LLC. It lists the company name and the registered agent — not the members, which is why Delaware ownership stays private. Filing typically completes in about 3 business days.
Adopt an operating agreement. Delaware does not file this document, but you should have one. It defines ownership percentages, management, and how profits are distributed. Banks and payment processors often ask to see it.
Apply for your EIN. The EIN (Employer Identification Number) is your company's federal tax ID. Without an SSN, you apply on Form SS-4 by fax or mail (details in the next section).
Open a US business bank account. With your formation documents and EIN, you can open an account with a fintech such as Mercury, Relay, or Wise — all of which onboard non-residents remotely.
Set up compliance and bookkeeping. Calendar your annual $300 Delaware franchise tax and your federal Form 5472 obligation so nothing lapses.

Want this done for you end to end? See exactly what is included and the flat price on our pricing page — a single service fee plus the state filing fee, with no SSN and no travel required.

Getting an EIN Without an SSN

This is the single step where non-residents lose the most time, so read it carefully. The IRS online EIN tool requires an SSN or ITIN. If you have neither, you cannot use the instant online system. Instead, you submit Form SS-4 to the IRS by fax or mail. Our full walkthrough of how to get an EIN without an SSN covers every line, but here are the essentials.

How to complete Form SS-4 as a foreigner

On line 7b (the responsible party's SSN/ITIN/EIN), a non-resident with no US tax ID simply writes "Foreign." This is the official IRS instruction — you do not need to leave it blank or invent a number.
Sign and date the form as the responsible party.
Do not use the online tool; it will reject you without an SSN/ITIN.

Where to send it and how long it takes

Submit the SS-4 to the IRS. The international fax number for applicants with no US address is +1 (304) 707-9471. Timelines, as of 2026:

By fax: typically a few business days.
By mail: roughly 4 to 6 weeks.
Online same-day: not available to applicants without an SSN or ITIN.

Plan for this. If you tell a bank you will have an EIN "tomorrow," the mail route can leave you waiting more than a month. Faxing is the fastest legitimate option for a non-resident. Verify the current fax number and mailing address on IRS.gov and in the latest SS-4 instructions before sending, as the IRS updates them periodically.

What Is a 147c Letter and When You'll Need One

A 147C letter is an official IRS document that re-verifies an EIN that already exists. It does not create a new number — it confirms one you were already assigned. You typically need it when a bank or payment processor asks for proof of your EIN and you have lost the original CP 575 confirmation notice, or when the name on file needs confirming.

To request one, call the IRS Business & Specialty Tax Line at 1-800-829-4933. The agent can send the 147C by fax or mail. For a full script of what to say and how to handle time-zone and hold-time issues, read our guide to requesting a 147C letter. Keep both your original EIN notice and any 147C in a safe place, because banks frequently ask for one during onboarding.

Costs to Form a Delaware LLC

Delaware's headline cost is predictable, but the number people forget is the annual $300 franchise tax that every Delaware LLC owes regardless of income. Here is the realistic cost picture for a non-resident, as of 2026. State-set figures can change, so confirm current amounts with the Delaware Division of Corporations.

Cost item	Typical amount (2026)	Frequency
State filing fee (Certificate of Formation)	~$110 (verify current figure)	One-time
Registered agent	Included in UpToNova's first year	Annual after year 1
Delaware franchise tax	$300 flat	Every year (due June 1)
EIN application	$0 from the IRS (service fee if done for you)	One-time
UpToNova service fee	$200 flat + the state fee	One-time

With UpToNova, you pay a flat $200 service fee plus the state filing fee. That package includes the LLC filing, one year of registered agent, EIN filing obtained without an SSN, an operating agreement, and guidance to open your US business bank account. The recurring costs after year one are the $300 Delaware franchise tax and renewal of your registered agent. Budget for the $300 every year; missing it triggers penalties and can put your LLC out of good standing.

Opening a US Business Bank Account as a Non-Resident

You do not need to fly to the US to bank. Modern fintech providers onboard non-residents entirely online. The three most popular options for foreign-owned LLCs are Mercury, Relay, and Wise. Our detailed guide to opening a US business bank account as a non-resident compares them, but here is the short version.

Mercury — popular with startups and tech companies; supports many countries but maintains a restricted list.
Relay — strong for multiple sub-accounts and cash-flow management.
Wise — excellent for multi-currency and international transfers, with local receiving details in several currencies.

What you will typically need

Your Delaware Certificate of Formation.
Your EIN confirmation (or a 147C letter).
Your operating agreement.
Your passport and proof of address.
A clear description of what the business does and where customers are.

Approval is not guaranteed and each provider sets its own country and industry policies, so it is wise to have a backup option ready. Have your EIN in hand first — this is the main reason to fax your SS-4 rather than mail it.

Annual Compliance and Tax Filing Obligations

Forming the company is the easy part; staying compliant is where non-residents get caught. There are three obligations to track for a Delaware LLC.

1. Delaware franchise tax

Every Delaware LLC pays a flat $300 franchise tax, due June 1 each year, regardless of revenue. Pay it through the Delaware Division of Corporations. Late payment adds a penalty plus interest and can cost your LLC good standing.

2. Form 5472 with a pro forma Form 1120 (the big one)

A foreign-owned single-member LLC that is treated as a disregarded entity must file Form 5472 attached to a pro forma Form 1120 every year — even if the company earned nothing and owes $0 in US tax. This is an information return that reports transactions between the LLC and its foreign owner. The minimum penalty for filing late or not at all is $25,000 under IRC Section 6038A. It is due with Form 1120, generally April 15 (or October 15 with an extension). Do not skip this because you "made no money" — that is the most expensive misunderstanding in this whole guide.

3. Whether you owe US income tax

Filing Form 5472 is separate from actually owing tax. Many non-resident owners with no US employees, office, or dependent agent owe no US federal income tax on their profits, but this depends on whether your income is "effectively connected" to a US trade or business. The analysis is fact-specific — read our overview of whether non-resident LLCs pay US tax and confirm your position with a CPA.

4. BOI / FinCEN reporting

Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act has been volatile. In 2025, FinCEN narrowed the requirement, largely to foreign reporting companies, and the rules have shifted more than once. Do not treat any BOI deadline as settled. Check the current requirement directly on FinCEN.gov before you act, because what applied last year may not apply to your LLC today.

This guide is general information, not legal or tax advice — consult a licensed attorney or CPA for your situation.

Frequently Asked Questions

Do I need to visit the United States to form a Delaware LLC?

No. The entire process — name search, Certificate of Formation, registered agent, EIN, and bank account — is completed remotely by mail, fax, and online. UpToNova has formed LLCs for founders in more than 50 countries who never set foot in the US. All you need is a passport and a registered agent in Delaware.

Can I get an EIN without a Social Security Number?

Yes. You cannot use the IRS online tool without an SSN or ITIN, but you can file Form SS-4 by fax or mail. Write "Foreign" on line 7b. Fax to +1 (304) 707-9471 takes a few business days; mail takes about 4 to 6 weeks. There is no same-day online EIN for applicants without an SSN or ITIN.

How much does a Delaware LLC cost per year?

The main recurring cost is the flat $300 Delaware franchise tax, due June 1 every year regardless of income, plus your registered agent renewal after the first year. State figures can change, so verify the current franchise tax and agent price with the Delaware Division of Corporations before budgeting.

Is Delaware or Wyoming better for a non-resident?

It depends on your goal. Choose Delaware if you plan to raise venture capital or issue equity, since investors know it well. Choose Wyoming if you are a solo founder or small team focused on low ongoing cost. Both allow 100% foreign ownership and the same EIN process. See our Wyoming vs Delaware comparison for details.

Do I have to file US taxes if my LLC made no money?

Yes, if it is a foreign-owned single-member LLC. You must file Form 5472 with a pro forma Form 1120 every year even with $0 US tax. The minimum penalty for missing it is $25,000 under IRC Section 6038A. Whether you also owe income tax is a separate, fact-specific question for a CPA.

How long does it take to form a Delaware LLC?

The Delaware Certificate of Formation typically completes in about 3 business days. The slower step is the EIN when you have no SSN: a few business days by fax or roughly 4 to 6 weeks by mail. Plan your bank-account opening around the EIN timeline, since banks require it.

What is a 147c letter and will I need one?

A 147C letter is an IRS document that re-verifies an existing EIN; it does not create a new one. Banks often request it during onboarding if you have lost your original EIN notice. Request it by calling the IRS Business & Specialty Tax Line at 1-800-829-4933 and ask them to fax or mail it.

Conclusion

A Delaware LLC is a genuinely powerful vehicle for a non-resident founder — but only if you go in clear-eyed about the $300 annual franchise tax, the fax-based EIN route, and the mandatory Form 5472. Delaware shines for fundraising and prestige; Wyoming often wins on cost. Whichever you choose, the eligibility rules are the same: no SSN, no US address, no travel.

If you want the whole thing handled — filing, registered agent, EIN without an SSN, operating agreement, and bank-account guidance — for a flat $200 service fee plus the state fee, start your US company on our pricing page. Formation typically completes in about 3 days, and founders across 50+ countries have already done it. Always verify current state fees and FinCEN requirements against primary sources before you file.

Delaware LLC Formation: The Complete Guide for Non-US Residents