Maksym Stepanenko
Managing Partner, Crystal Tax
International client projects since 2012: company structures, tax, immigration, DUNS and NCAGE. 50+ jurisdictions.
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US company formation · 2026
A Delaware LLC is the most recognised way for a non-US founder to enter the US market. For a non-resident with no US operations it pays 0% Delaware state tax and, when structured as a tax-transparent LLC, no US federal income tax — only a fixed $300 annual franchise tax and an informational IRS filing. It clears onboarding with Amazon, Stripe, and PayPal, keeps members off public records, and is the entity venture investors expect. Below: the real costs, the setup steps, your actual tax and filing duties, and how Delaware compares with Wyoming and New Mexico. Crystal Tax forms Delaware LLCs for non-residents and handles the filing, EIN, banking, and compliance. Startups raising venture capital usually choose a corporation: our service page explains Delaware C-Corp formation for non-US founders, founder shares and the flip. If you are a startup planning to raise venture capital, read where to incorporate a startup: Delaware C-Corp, Estonia, Ireland, the UAE and Cyprus compared.
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Key facts
- Who it’s for
- Non-US founders selling to the US market, running on Amazon or Shopify, or planning to raise venture capital.
- Tax
- 0% Delaware state tax for non-residents with no US operations; no US federal income tax if properly structured; $300 fixed annual franchise tax.
- Setup cost
- $1,000–2,500 in the first year, formation service included.
- Annual cost
- $900–2,600, depending on whether you need accounting.
- Timeline
- LLC formed in 3–5 business days; US banking in 1–3 weeks.
- Verdict
- The best-recognised US entity for the US market and investors; choose Wyoming if your only goal is the lowest running cost.
Why founders choose Delaware
- No state income tax for an LLC that does not operate inside Delaware
- Privacy — members’ names do not appear in public records
- Business-friendly courts — the Court of Chancery specialises in corporate disputes and gives predictable case law
- Platform-ready — Amazon, Stripe, and PayPal all work smoothly with Delaware companies
- Investor standard — if you raise funding later, investors expect a Delaware entity
The real costs
| Item | Cost |
|---|---|
| State filing fee | $90 |
| Registered agent (annual) | $100–300 / year |
| EIN (Tax ID) | Free from the IRS |
| Bank account setup | $0–500 |
| Annual franchise tax | $300 / year |
| Professional formation service | $500–1,500 |
| Annual accounting (if needed) | $500–2,000 / year |
First year: $1,000–2,500. Each year after: $900–2,600.
Setting it up, step by step
1
Choose the LLC name
The name must include “LLC” or “Limited Liability Company” and be available in Delaware.
2
Appoint a registered agent
A Delaware registered agent is required (about $150 a year). Use a professional service, never a personal address.
3
File the Certificate of Formation
Filed with the Delaware Division of Corporations for $90. This is the act that creates the company.
4
Get an EIN
The IRS issues the tax ID free of charge, online, in about ten minutes.
5
Open a US bank account
Mercury and Relay handle non-residents remotely; a traditional bank is also possible. Expect 1–3 weeks.
6
Create the Operating Agreement
The internal governance document that sets out ownership and how the LLC is run.
Timeline: 3–5 business days for the LLC itself, 1–3 weeks for banking.
Your tax and filing obligations
As a non-resident with no US operations, the LLC is tax-transparent and the picture is simple:
- Delaware state tax: 0%
- US federal income tax: none if the LLC is properly structured with no US-effectively-connected income
- Annual franchise tax: $300, due 1 June
- IRS filing: Form 5472 plus a pro-forma 1120 — informational, not a tax payment
Watch the nexus line. Selling to US customers can create sales-tax nexus in some states. That is separate from income tax and needs checking for your specific product and volumes — we cover it on a consultation.
Four mistakes that cost non-residents
- Missing Form 5472 — the penalty is $25,000 for every year not filed.
- Using a personal address as the registered agent — use a professional service.
- Mixing personal and company money — keep a dedicated LLC bank account.
- Ignoring the franchise tax — Delaware will revoke an LLC that stops paying.
Delaware vs Wyoming vs New Mexico
| Factor | Delaware | Wyoming | New Mexico |
|---|---|---|---|
| Formation cost | $90 | $100 | $50 |
| Annual fee | $300 | $60 | $0 |
| Privacy | High | High | High |
| VC compatibility | Best | Good | Limited |
| Court system | Best | Good | Standard |
| Banking ease | Easy | Easy | Harder |
Choose Delaware if you might raise funding, sell on Amazon or Shopify, or want the most recognised US entity. Choose Wyoming if you want the lowest annual cost and do not need VC compatibility.
A US company rarely stands alone. For groups selling across several markets, a Delaware LLC is the US operating arm under a holding — see the international holding company guide and the models on e-commerce international structure.
Want your Delaware LLC set up cleanly?
Book a free 10-minute call. We handle the filing, EIN, US banking, and the Form 5472 compliance that trips up most non-residents — and tell you whether Delaware or Wyoming fits your case.
Book a free 10-minute consultationFrequently asked questions
Do I pay US tax on a Delaware LLC as a non-resident?
What do I have to file if I owe no US tax?
Can I open a US bank account remotely?
How long does formation take?
Does selling to US customers create a tax bill?
Are the members’ names public?
Delaware or Wyoming?
Related pages
- Book a consultation — we set up the LLC, EIN, banking, and compliance
- International holding company — place your Delaware LLC under a holding
- E-commerce international structure — where a US entity fits the wider group
- Best jurisdiction for e-commerce 2026 — eight jurisdictions compared
- UAE vs Cyprus vs Estonia — the EU-founder alternatives to a US entity
- Cost of an international structure — full setup and upkeep numbers
- How we work — five stages and transparent pricing
- Maksim Stepanenko — managing partner, Crystal Tax
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Corporate structuring, company registration in Ukraine and abroad, tax and reporting, migration, bank accounts, DUNS and NCAGE codes. We run the whole project, from choosing the solution to the finished documents.
Confidentiality terms are set out in our contract. We do not pass information about a client or their project to third parties, except where the law expressly requires it.
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We handle the correspondence with registrars, government bodies and banks and answer their requests ourselves. From you we need documents and signatures.
We take each case to the finish: if an authority or registrar comes back with remarks, we revise the documents at no extra charge. The fee is calculated for your task before work starts.