Non-U.S. Residents: Delaware LLC & Corporations (2024)


You do not have to live in, or even visit, the state of Delaware in order to form a Delaware company. Other than residents of restricted countries (Cuba, Iran,North Korea, Syria and Russia), anyone can form a Delaware company and operate lawful business activities from anywhere in the world.

You do not have to be an American citizen to form and/or operate a Delaware company.

Do I Need a U.S. Business Address to Form a Delaware Company?

No. Delaware'scorporate law structuredoes not impose restrictions on ownership or management of a Delaware company by a non-resident of the United States.

Although Delaware corporations and LLCs are not required to have a physical presence in the state, you will need to enlist the services of a Delaware Registered Agent, as all Delaware companies are required to retain a Registered Agent.

A Delaware Registered Agentacts as the liaison between your company and the Delaware Secretary of State, and you can rely on your Registered Agent to send certain legal documents, such as service of process and Franchise Tax notices, to your company in a timely manner.

A Delaware Registered Agent not only has a physical address in Delaware but is also obligated to be available during normal business hours in orderto receive documentssent by the Delaware Secretary of State to your company.

As long as you retain the services of a Delaware Registered Agent, you can form aDelaware corporation,LLC,LP,benefit companyornon-profit corporationwithout being a resident of Delaware or the United States.

Your Registered Agent may offerservices of mail forwardingand/or a virtual office; however, you will not be able to use the Registered Agent's address as your company's "place of business" address. Your company's physical address will be your office (or home office) in the country from which you actually work.

Can a Non-U.S. Resident Get an EIN (Employer Identification Number)?

Yes.An EIN is mandatoryfor any company conducting lawful business activities, opening a bank account or hiring employees in the United States.

You also need an EIN in order to file and pay taxes to the U.S. Treasury. If you have already filed your Delaware corporation or LLC with the Delaware Division of Corporations,you can apply for an EINon this website or contact us for assistance.

You are not required to have a Social Security Number orITIN to obtain an EIN. However, if you do not have either of these,you will be required to provide a copy of the passport or government-issued IDfor the person listed as the responsible party. You can email a copy to filings@delawareinc.comafter you submit your order.

You do not need a U.S. address to obtain your EIN.

The fee to obtain an EIN when the responsible party does not have U.S. address or valid SSN/ITINis $95.

Can a Non-U.S. Resident Be an Officer or Director of a Delaware Corporation?

Yes, the state of Delaware permits foreigners to act as officers ordirectors of a Delaware corporation. Delaware also allows foreigners to act asmembers of a Delaware LLC.

There is no age restriction for officers, directors, corporate shareholders or members of Delaware Limited Liability Companies.

How Do I Open a U.S. Business Bank Account?

Each U.S. bank has different requirements for opening a business bank account. Unfortunately for our international clients, one of the most common and inflexible requirements for opening a business bank account in the United States is showing up in person to do so.

While some international business owners are able to travel to the U.S. to open an account, this can cause problems for others. Many people ask a friend or family member who lives in the U.S. to open the bank account on their company's behalf.

Other business owners appoint a manager (LLC) or director (corporation) who already lives in the U.S. as an authorized person to open and manage the business bank account. Some business owners have had success by finding a branch of an American bank that is located near them, and asking that branch to facilitate opening an account.

If neither of these are options, many of our Non-U.S.clients have worked with Mercury.

Once you've decided on a bank, it's generally a good idea to call ahead to see what is required to open the account, since requirements differ from bank to bank.

The following are examples of what banks may ask for when opening a business bank account for a corporation or LLC:

  • Certificate of Formation/Incorporation
  • Federal Tax ID Number (EIN)
  • Photo ID (such as a valid passport)
  • Proof of address
  • Banking resolution document
  • LLC Operating Agreement
  • Corporate bylaws

We can help you form and file a Delaware LLC or corporation, and provide you with an approved Certificate of Formation/Incorporation within three (3) business days or less via email.

We offer avariety of international business formation packagesfor you to choose from.

We can also help youobtain a Federal Tax ID Number (EIN).

Either anLLC Operating Agreement templateorcorporate bylawscan be included in all our formation packages.

While we cannot help you open a U.S. business bank account, we are here to help in any other way that we can. If you have any questions, please reach out to our helpful customer service representatives via phone (800-345-2677), email, Skype (Delawareinc) or live chat.

Apostille Documents

A Delaware company may, if you are doing business with any of the countries that participate inthe Hague Conference, need to utilize documents that have been certified by the state of Delaware and affixedwith an Apostilleby the Delaware Secretary of State.

We canprovide you with an Apostillefor any of your company's documents that were issued by the Secretary of State in Delaware.

Keeping a Delaware Company Compliant

As the owner of a Delaware company, it is important that you understand the state of Delaware'sannual corporate compliance requirements. The two major aspects of compliance you will be required to maintain are:

  • Delaware Franchise Tax
  • Delaware Registered Agent Fee

Mail Forwarding Service

Many international business owners wish to establish a U.S. presence or need a U.S. address. We offer both a reliable mail fowarding service as well asa virtual officeservice.


A non-U.S. resident cannotown an S corporationin the United States; therefore your Delaware company will be an LLC or a C corporation.

A Delaware LLCwill typically be required to pay taxes on all U.S. sourced income, but often avoids taxation on non-U.S. sourced income if all of its members non-U.S. residents and not physically located in the U.S.

Corporations, on the other hand, are typically taxed on total earnings, including U.S. and non-U.S. sourced.

Business taxation is complicated and there are a number of variants. We are not tax professionals and urge you to consult a tax professional before forming a company in the United States.

You should also consult the IRS publicationU.S. Tax Guide for Aliensas well asTax Treaties.

What Is U.S. Source Income?

In general, U.S. source income is any income earned inside the United States. This includes wages and any other compensation for services performed or goods sold in the United States.

Companies that do business in the United States are typically required to pay taxes on income earned in the U.S., even if they are based abroad.

However, companies that are incorporated in the United States that are based internationally and do not do business in the U.S. or receive U.S. source income are typically not subject to U.S. income taxes.

Below is a brief primer of what does and does not constitute U.S. source income, per the IRS. This is intended to be a general guide and there are exceptions. Please consult a tax professional or accountant for more details.

For example, if a Delaware company based in India does business solely with clients in India and England, the business's income is typically not considered U.S. source income and therefore is not subject to U.S. income taxes. If that same company does business with clients in the U.S. as well, the income earned from those U.S. transactions is typically considered U.S. source income

Ready to form your new Delaware company? Here ishow you can get started.

Type of IncomeHow Source Income Is Determined
Salaries, Wages, and other compensationWhere services are performed
Business income on personal servicesWhere services are performed
Business income on sale of inventory purchasedWhere goods are sold
Business income on sale of inventory producedWhere produced
InterestResidence of payer
DividendsWhether a U.S. or foreign company (exceptions apply)
RentsWhere property is located
Royalties: Natural resourcesWhere property is located
Royalties: Patents, copyrights, etc.Where property is used
Sale of real propertyWhere property is located
SOURCE: Internal Revenue Service


Non-U.S. Residents: Delaware LLC & Corporations (2024)


Can a non resident open an LLC in USA? ›

Yes. Typically, there are no restrictions on who can own and form LLCs in the United States. This means that citizens of other countries can create, own and be a member of a U.S.-based LLC. They do not need to be U.S. citizens.

Can you incorporate in Delaware if you don't live there? ›

No, you do not have to live or even do business in Delaware to incorporate your company there. You will, however, have to hire a registered agent with an address within the state to accept lawsuits and other legal documents on your company's behalf.

Can a non US citizen have an LLC? ›

There's no requirement for citizenship to operate a business in the U.S., so long as it's the right form of business. This means that a noncitizen can operate a limited liability company (LLC) or a C corporation, but not an S corporation.

Can a foreigner open an LLC in Delaware? ›

Can a foreign person or Corporation form a Delaware Corporation or LLC? Yes. Delaware does not discriminate against non-citizens inside or outside the United States. Many Delaware Corporations and LLCs are formed by foreign persons.

Does a Delaware LLC need to file a tax return? ›

A. Delaware treats a single-member “disregarded entity” as a sole proprietorship for tax purposes. This means that the LLC itself does not pay taxes and does not have to file a return with the State of Delaware.

How can a non-resident start a business in USA? ›

What Is the Process for Registering a Company in the US as a Non-Resident?
  1. Choose a unique name for your LLC or C Corp.
  2. Hire a registered agent service.
  3. File for incorporation with the state.
  4. Get an employer identification number (EIN)
  5. Obtain a physical U.S. mailing address.
  6. Set up a U.S. bank account.
18 Aug 2022

What is the Delaware tax loophole? ›

Companies and wealthy individuals can use Delaware to avoid paying some taxes in other states. So there's a thing called the Delaware Loophole, which essentially enables companies to avoid paying state corporate income tax where they earn the revenue.

Do you have to live in Delaware to form an LLC there? ›

When you decide to start a limited liability company (LLC), you can choose to form your company in any state, regardless of where you are based.

Do you need a physical address for an LLC in Delaware? ›

All businesses incorporated in Delaware require a Registered Agent with a physical street address in Delaware, such as Agents and Corporations (IncNow).

Can a nonresident alien own a business in US? ›

Generally, there are no restrictions on foreign ownership of a company formed in the United States. The procedure for a foreign citizen to form a company in the US is the same as for a US resident. It is not necessary to be a US citizen or to have a green card to own a corporation or LLC.

Can a non US citizen own as corp? ›

There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner).

How is a foreign LLC taxed in the US? ›

Tax-free LLC income for foreign owners of a US LLC

Effectively, foreigners are only subject to US tax if they are “engaged in a trade or business in the United States” (ETOB). If your business is not ETOB, even if it generates income in the US, the income is not taxed in the US.

How is Delaware a tax haven? ›

Delaware is known as a “tax haven” to incorporate companies because of its light taxation. There is no sales tax in Delaware, it doesn't matter if a company's physical location is in the state or not; no in-state purchases are subject to tax in Delaware.

What is non US resident LLC? ›

Many states designate that a Limited Liability Company (LLC) can be owned by anyone, including a non-U.S. resident. This means that a person not residing in the jurisdiction can incorporate as an LLC and operate it within U.S. tax codes without actually living here.

Do Delaware LLC pay federal taxes? ›

Limited Liability Companies (LLCs)

Like S corporations, standard Delaware LLCs are pass-through entities and are not required to pay federal or state income tax. LLCs are, however, required to pay a flat annual tax of $300 to the state.

Who Must file a Delaware nonresident tax return? ›

Who Must File? 1. Non-Residents – File a tax return if you have any gross income during the tax year from sources in Delaware. If your spouse files a married filing separate return and you had no Delaware source income, you do NOT need to file a Delaware return.

Why is it better to form an LLC in Delaware? ›

Delaware is often considered one of the best states to form an LLC because it has limited fees and tax obligations. In fact, many businesses choose to form an LLC in Delaware even if they don't intend on doing business in Delaware.

What are the benefits of forming an LLC in Delaware? ›

Benefits of a Delaware LLC
  • Advantage #1: Custom LLC Business Structure and Rules.
  • Advantage #2: Asset Protection Against Creditors.
  • Advantage #3: Statutory Limitation on Member Personal Liability.
  • Advantage #4: Beneficial Tax Treatment by the IRS.
  • Advantage #5: Simple Startup and Minimal Requirements.

Can you start a business in the US without a visa? ›

You can start and own a US company without a visa, and without even coming to the US. Managing an LLC from outside the US is allowed, but may be not be permitted within the US without a valid work visa.

Can a foreigner open an LLC in Florida? ›

As a non-U.S. resident, you can form most types of legal business entities, including the two most popular types: a Florida LLC and a Florida corporation.

Whats the difference between LLC and C Corp? ›

LLCs are considered pass-through entities for the purpose of US taxation; they don't file taxes in their own right, but have their income reported on the personal income tax returns of their owners. C corporations file their own tax returns.

Why do people register their business in Delaware? ›

The advantages of incorporating here include: The state offers some tax benefits. Delaware doesn't impose income tax on corporations registered in the state which don't do business in the state. Also, shareholders who don't reside in Delaware need not pay tax on shares in the state.

Do I have to file a Delaware corporate tax return? ›

Every domestic or foreign corporation doing business in Delaware, not specifically exempt under Section 1902(b), Title 30, Delaware Code, is required to file a corporate income tax return (Form 1100 or Form 1100EZ) regardless of the amount, if any, of its gross income or its taxable income.

Is Delaware tax-friendly? ›

Delaware Named Most Tax-Friendly State and Most Tax-Friendly State for Retirees by Kiplinger's Personal Finance Magazine. Social Security benefits are not taxed. No state or local sales tax. No inheritance tax.

Can anyone register a company in Delaware? ›

The state of Delaware does not restrict non-U.S. residents from owning or managing Delaware LLCs, nor do they require any physical presence in the state of Delaware, or even within the U.S., for that matter. Delaware simply requires that you maintain a registered agent, such as Harvard Business Services, Inc.

What is the best state to set up an LLC? ›

  • Delaware is the most popular state to file an LLC in because it has a strong reputation for being business-friendly and offers a fast filing process with increased protection for owners. ...
  • Wyoming offers low fees and great tax benefits for people looking to start an LLC.

Does Delaware tax foreign income? ›

Since the corporation was formed in the United States, it is taxed as a domestic corporation and you will file Form 1120. As a non-US resident, your Delaware LLC will only be taxed in the US on income from US sources, meaning that income from other countries will not be taxed by the US.

Can I use a virtual address for my ein? ›

Can I Use a Virtual Address for My EIN? Yes, you can use your virtual address to get your Employer Identification Number (EIN). Since your virtual address is an actual location, you can use it for correspondence and for filing important documents, such as your Articles of Organization or your EIN paperwork.

How much does it cost to register an LLC in Delaware? ›

How much does it cost to file an LLC in Delaware? Delaware charges $90 to domestic entities submitting a Certificate of Formation and $200 to foreign entities to complete a Certificate of Registration.

Do I have to have a registered agent for my LLC in Delaware? ›

No. Delaware law requires every corporation to have and maintain a Registered Agent in the State who may be either an individual resident, a domestic corporation, or a foreign corporation authorized to transact business in Delaware whose business office is identical with the corporation's registered office.

Can an immigrant start a business in the US? ›

To clarify, you do not need to be a U.S. citizen or even a green card holder to start a business in the U.S. In fact, the only reason you need to obtain a visa is if you plan on working in the U.S. at some point in the future.

Can you get a green card by opening a business? ›

The USCIS requires at least a $1 million investment in order to qualify. However, if you are starting your business in a rural area or an area with high unemployment, the minimum will be set to $500,000. You will also have to show that their new business will provide positions for 10 full-time employees as well.

Can non residents be sole proprietor? ›

When forming a business entity in the United States, non-residents (foreigners) must choose between forming a corporation, limited liability company, partnership or a sole proprietorship. However, there are federal laws that prohibit non-residents from owning certain types of businesses and entities.

Can an ITIN holder own an S corp? ›

Having an ITIN isn't enough to qualify as an S corporation shareholder. S corporations cannot have a nonresident alien as a shareholder. So, you would need to take steps to make yourself a resident of the U.S. for federal tax purposes.

How is foreign owner of LLC taxed? ›

A foreign-owned multi-member LLC is taxed as a partnership. Depending on your state, you may also be required to file a corporate income tax return. In addition, you may be subject to self-employment taxes.

Does a foreign-owned LLC need an EIN? ›

All foreign-owned single member LLCs are required to: Get an Employer Identification Number (EIN, or federal tax number) File Form 5472 if there have been any “reportable transactions” during the previous tax year (Formation and dissolution filings are considered to be reportable transactions)

Does a foreign LLC get a 1099? ›

The IRS requires businesses to issue Form 1099-MISCs to most non-corporate independent contractors or service providers – foreign or domestic – to whom they paid a minimum of ​$600​ during the prior calendar year.

Can a foreigner open an LLC in Florida? ›

As a non-U.S. resident, you can form most types of legal business entities, including the two most popular types: a Florida LLC and a Florida corporation.

Can I open LLC on green card? ›

No. Green card holders need to follow the same procedures as anyone else to set up an LLC, such as following the specific business formation rules of your state. This typically includes paying filing fees and setting up a Registered Agent at an address in the state where the company is being formed.

Can a foreigner open a business bank account in the US? ›

Can I open a U.S. business bank account as a non-resident? As there aren't any residency requirements for business bank accounts, opening a U.S. business bank account as a non-resident shouldn't cause any issues.

Do you have to live in Wyoming to have an LLC? ›

You can form a Wyoming LLC even if you don't live in Wyoming. Residency in the state, or the USA, is not required to form a company. A majority of LLCs are formed by non-residents. Forming an LLC in Wyoming as a non-resident is the same process as for a resident.

Do you need a Social Security number to open an LLC in Florida? ›

So, one of the most common questions we get here in our office is, “Can I open up an LLC without having a social security number nor an ITIN number?” And the answer is yes, okay you can open up an LLC basically in any state without a social and without an ITIN number now the steps that we are going to show you really ...

Can a foreign LLC own property in Florida? ›

Similar to other states, the Florida Revised LLC Act (“Act”) requires that foreign or out-of-state LLCs seeking to transact business in Florida to register and acquire a certificate of authority prior to operating in the state through a process known as “foreign qualification.”

How long does it take to register a foreign LLC in Florida? ›

Processing: The Florida DOC processes foreign LLC qualification in seven business days. Annual Report: LLCs in Florida file an annual report each year by May 1. The fee is $138.75. Reports are filed onlineonly.

Can you own a business in the US if you are not a citizen? ›

What types of business can a foreigner own in the US? A foreigner (whether living abroad or those who are non-citizens residing in the US) can start a business of any kind: a sole proprietorship, partnership, Limited Liability Company (LLC), S-Corporation, or C-Corporation.

Can you start a business in the US without a visa? ›

You can start and own a US company without a visa, and without even coming to the US. Managing an LLC from outside the US is allowed, but may be not be permitted within the US without a valid work visa.

Can h1b visa holder open LLC in USA? ›

An H-1B holder can own a limited liability company (LLC) only if they are a passive investor who does not work for the company in any capacity. Their H-1B visa cannot be sponsored by the LLC, and their activities with the LLC must not constitute unauthorized employment.

Does an LLC need a US bank account? ›

If you're looking to do business in the United States, one of the most important things you'll need is a US bank account. If you're running or plan to run a Limited Liability Company (LLC), you'll need a dedicated business bank account that meets your needs. A personal account simply won't cut it.

Which US banks allow foreign address? ›

These banks require a social security number, which non-citizens don't have. This is the most common problem that foreigners realize. However, larger banks such as US Bank, TD Bank, Bank of America, Chase, and Wells Fargo will allow non-residents to set up a checking account and a savings account.

Which bank is best for foreigners? ›

Here are NerdWallet's picks for best banks for international travel:
  • Charles Schwab Bank: Best for using ATMs.
  • Capital One 360: Best on foreign transaction fees.
  • HSBC Bank: Best for expats with high balances.
  • Citibank: Best for wiring money.
  • Revolut: Best for nonbank multicurrency account.
19 Aug 2022

Why is Wyoming the best state to open an LLC? ›

Wyoming has no income taxes on companies or people. Wyoming has close LLC's which do not require annual meetings, so there is less paperwork. These and other benefits of Wyoming LLCs make Wyoming one of the best states to open an LLC in.

What are the benefits of a Delaware LLC? ›

  • No sales tax.
  • No state income tax or gross receipt taxes for LLCs who don't actually do business in Delaware.
  • No tax on intangible income (like patent and trademark leases).
  • No annual report filing.
  • Business license not required for LLCs who don't actually do business in Delaware.

Why is it better to form an LLC in Wyoming? ›

Benefits of an LLC in Wyoming. There are significant benefits to forming an LLC in Wyoming such as unparalleled limited liability protection, fewer corporate formalities, no state income taxes, and privacy. Member and/or Manager names are never required on public record for an LLC in Wyoming.

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