Delaware LLC registration in 2025 - a complete guide

Delaware is the oldest corporate haven in the U.S.: over 60% of Fortune 500 companies are incorporated here. The reason is simple: flexible legislation, a predictable Court of Chancery, and a clear pass-through tax model where profits pass to members and are not taxed at the state level if earned outside the U.S. Let’s break down how to register a Delaware LLC online, obtain an EIN, and comply with the new FinCEN BOI rule — all without crossing the ocean.

Online incorporation through a registered agent

The state package includes a Certificate of Formation. The agent submits a PDF form to the Delaware Division of Corporations — the CertInc is usually ready within 24–48 hours.

Secret #1: Expedited 1-hour service

For an extra fee, the agent uploads the form to a priority queue. The CertInc and Secretary of State file arrive within an hour — handy if you need to open a bank account urgently.

Getting an EIN without visiting the IRS

After the CertInc is issued, the SS‑4 form is filled out. As of 2024, the IRS has reopened its fax line: you sign a scan, and the agent sends it by fax — the EIN is emailed within 1–2 weeks.

Secret #2: SS‑4 without SSN/ITIN

If the applicant doesn’t have an SSN, field 7b should say “Foreign.” It’s important to include a copy of the founder’s passport — this helps avoid additional document requests from the IRS.

FinCEN BOI Report: new 2024 requirement

Every LLC must file Beneficial Ownership Information within 90 days of registration. All persons with a share or control over 25% must be listed. The report is free and submitted via FinCEN E‑Filing.

Secret #3: “Company Applicant” in the BOI form

Include not only the registered agent but also a contact for the manager — this way, FinCEN will notify the owner directly in case of inquiries, bypassing intermediaries.

Franchise Tax and reporting

The only annual payment is the Franchise Tax. It’s a fixed fee and must be submitted online by March 1. The LLC doesn’t file reports if it has one member and no U.S. income.

Bank account: how non-residents pass compliance

Fintechs like Mercury and Relay open accounts using the CertInc and EIN. For traditional banks, prepare a business plan and utility bill; most accept video conferencing.

Common mistakes made by Delaware LLC owners

• Failing to submit the BOI report — penalty of $500 per day after the 90-day deadline.
• No Operating Agreement — in disputes, the court applies Delaware’s default law, not your internal terms.
• Missing the Franchise Tax — the LLC becomes “Void,” and the bank account gets frozen.

FAQ

Can I open a Delaware LLC remotely?
Yes. The agent files documents online, and the EIN is received by fax without a physical visit.

Do I need a U.S. director?
No. All members can be non-residents; only a U.S. agent is required.

What is pass-through taxation?
Profits are reported in the members’ personal tax returns. Neither the state nor the federal government taxes it if the income is foreign.

Submit your application — and we’ll launch your Delaware LLC without bureaucracy

We’ll register your LLC in 24 hours, obtain your EIN, prepare the BOI Report, and open a bank account — all turnkey and risk-free.