US Company Guide

  1. Background
    ·Delaware is widely chosen by global entrepreneurs and businesses for LLC registration due to its flexible corporate laws, favorable judicial environment, and non-resident-friendly policies. It is particularly attractive for founders planning to raise investment or conduct cross-border business. Delaware LLC offers the following advantages:

 

  • Limited Liability Protection: Personal assets of LLC members are separate from company assets.
    ·Tax Flexibility: Non-resident LLC members usually do not need to pay state income tax.
    ·Privacy Protection: LLC member identities do not need to be publicly disclosed.
    ·Mature Legal System: Delaware courts have extensive experience with corporate disputes.
  • 2. Registration Steps
    1. Choose a Company Name
    ·The name must include “Limited Liability Company” or the abbreviation “LLC.”
    · It cannot duplicate an existing Delaware registered company.
    ·Name availability can be checked on the Delaware Division of Corporations website.
    2. Designate a Registered Agent
    ·Delaware requires every LLC to have a Registered Agent.
    ·The agent can be an individual (with a Delaware address) or a professional service company.
    ·Responsible for receiving government notices, legal documents, and tax correspondence.
    3. Submit Certificate of Formation
    ·Submit the Certificate of Formation online or by mail to the Delaware Division of Corporations.
    ·Information included:
    ·LLC name
    ·Registered Agent name and address
    ·LLC member/manager information (can be kept private) Fee: Standard state fee is approximately $90.
    4. Create an Operating Agreement (Optional but Highly Recommended)
    ·Delaware does not require an Operating Agreement, but it is strongly advised:
    ·Clarifies member rights and responsibilities.
    ·Specifies profit distribution
    ·Defines management structure (member-managed or manager-managed)
    ·Important for attracting investors, partnerships, or future fundraising.
    5. Apply for an EIN (Employer Identification Number)
    ·Issued by the IRS for opening bank accounts and tax filing.
    ·Non-residents can apply online or by mail.
    ·Fee: Free
    6. Open a U.S. Bank Account
    ·Recommended banks supporting non-residents include Mercury and Silicon Valley Bank.
    ·Required documents:
    ·Certificate of Formation
    ·Operating Agreement
    ·EIN
    ·Passport or other ID
    7. Annual Report & Tax Filing
    · Delaware LLCs do not pay state corporate income tax but must pay an annual Franchise Tax.
    · Fee: $300 per year
    · Deadline: June 1 each year
    3. Cost Overview
Item Cost Notes
Certificate of Formation $90 One-time
Registered Agent $100–$300 Annual fee, depends on provider
EIN Application Free IRS
Operating Agreement $0–$200 Can draft yourself or hire a lawyer
Annual Franchise Tax $300 Fixed yearly
Bank Account Varies by bank Some banks charge account or maintenance fees
  1. FAQs
    ·Can non-residents register a Delaware LLC?
    ✅ Yes, Delaware imposes no restrictions on non-residents.
    ·Does an LLC need to file U.S. taxes?
    · LLCs are generally treated as pass-through entities; profits are reported by members.
    ·Non-resident members must pay U.S. federal income tax, but Delaware generally does not impose state tax.
    ·How long does registration take?
    · Online submission: usually 1–3 business days
    · Mail submission: 1–2 weeks
    ·Is a Registered Agent required?
    ✅ Yes, regardless of whether you have a U.S. address.
    5. Notes & Recommendations
    ·Privacy Protection: Use a professional Registered Agent to avoid exposing your personal address.
    ·Bank Accounts: Check non-resident account requirements in advance.
    ·Annual Compliance: Pay Franchise Tax on time to avoid penalties.
    ·Investment & Fundraising: An Operating Agreement is very important for venture capital or angel investors.