Delaware Company Formation for Non-Residents

Thinking of starting a U.S. business as a non-resident? Or looking for an option to set up an offshore company in a reputable jurisdiction? The state of Delaware could become your go-to spot, and for good reason. It’s known for having business laws that actually make sense, a legal system that handles corporate issues quickly, and solid protections for business entities and owners. That’s why so many international business owners end up choosing to set up an LLC in Delaware. It is also a choice of many small business owners.  

You don’t need to be a U.S. citizen or even live in the States to form an LLC there. In fact, setting up a Delaware LLC or corporation can actually make your business look more legitimate and give you some legal advantages. Offshore LLCs generally provide many benefits, such as asset protection, pass-through taxation, flexibility, easy setup, and privacy. 

In this quick guide, we’ll go over how you can register a company in Delaware as a foreigner, what it’ll cost you, and how Offshore Pro Group can make the whole process a lot easier. We are here to help you form your LLC and enjoy the advantages of incorporating in Delaware, or find a different choice or business structure that suits your specific goals. 

Why Delaware?

Delaware is not just another U.S. state when it comes to business law. For decades, it has been the preferred incorporation hub for global companies, from Fortune 500 giants to fast-growing startups.

Key advantages of opening a business in Delaware include:

• Business-friendly courts: Delaware’s Court of Chancery focuses only on business cases. It’s fast, efficient, and decisions are based on well-established legal precedent.
• Privacy matters: You don’t have to list the owners or shareholders in public records, which means more privacy for you.
• Flexible setup: There’s no need to live in the U.S. — your LLC members or shareholders can be based anywhere in the world, even though your business is registered in Delaware.
• Reputation: A Delaware entity carries weight. It’s widely recognized and respected by investors, customers, and other companies.
• Low Maintenance Costs: Compared to many states, Delaware’s ongoing fees remain reasonable.

For non-residents seeking a reliable entry point into the U.S. market, these advantages make Delaware a natural choice.

Our Delaware Company Formation Services

Offshore Pro Group offers tailored packages to simplify the incorporation process and help you launch your business quickly and efficiently. Whether you need banking support, privacy, or just fast registration, we provide a solution.

The Process for Forming a Delaware Company as a Non-Resident

Working with Offshore Pro Group ensures that the formation process is fast, compliant, and tailored to your needs.

Step 1: Confirming the LLC is the Right Choice for You

The Limited Liability Company (LLC) structure is the most popular option for non-residents. It offers flexibility, limited liability protection, and pass-through taxation, meaning profits are only taxed once at the personal level rather than at both corporate and shareholder levels.

However, there are two main options available to international entrepreneurs in Delaware:

• Delaware Limited Liability Company (LLC): Flexible management structure, pass-through taxation, and strong asset protection.
• Delaware Corporation: Suitable if you plan to raise capital from investors or issue stock.

Your choice depends on your long-term business goals, tax planning, and financing needs. You can contact us if a corporation or LLC is preferable to your needs, before you start a business with our support. We can also help you see whether you should choose Delaware to incorporate your business or form a company elsewhere. 

Step 2: Select a Company Name

The business name search is straightforward — your LLC or corporation in Delaware needs a name that no one else is already using, and it has to follow Delaware’s rules (nothing too unusual). If you’re not sure what’s allowed or want help checking if the name’s available, we can assist you with choosing a business name and even reserve it while you’re getting the rest in order. 

Step 3: Appoint a Delaware Registered Agent

Every Delaware company needs to list a registered agent in the state — someone who’s physically based in the state and can receive legal papers for your business if needed. It’s a must-have, not a nice-to-have. If you’re working with Offshore Pro, we include this in all our service packages, so you won’t need to find someone on your own.

Step 4: File Certificate of Formation/Incorporation

The official incorporation documents are filed with the Delaware Secretary of State. Once approved, you will receive a certificate of registration confirming that the Delaware LLC is legally recognized.

All business entities in Delaware are required to file either:

• Certificate of Formation (for an LLC), or
• Certificate of Incorporation (for a corporation).

This filing is submitted to the Delaware Division of Corporations. The process can be completed quickly, often within a few days.

Critical Post-Formation Steps for Non-Residents

Registering your company is only the first step. To operate effectively in the U.S. and internationally, non-residents must complete several key tasks that unlock financial access, ensure compliance, and build credibility for their business.

Obtaining Your EIN as a Non-Resident

The Employer Identification Number (EIN) is essential for any LLC; it’s used to pay federal taxes, open business bank accounts, sign contracts, and access payment processors. For non-residents without a Social Security Number (SSN), the process can be more complicated, requiring the completion of specific IRS forms (such as Form SS-4), additional verification steps, and sometimes extended processing times. Offshore Pro Group takes care of the paperwork, coordinates with the IRS, and ensures you receive your EIN without delays or costly mistakes.

Maintaining Diligence 

Every business entity must continue reporting, filing, and fulfilling taxation obligations. More on that in the next section.

You will also need to maintain a registered agent, pay annual Delaware registered agent fees, and anything else that keeps your company running. Thankfully, our annual renewal packages take care of most of the issues you will face (including the services of a registration agent, provision of a registered address, and filing of zero accounts). Our annual costs start from 2850 USD per year. We can guide you on your obligations so you can focus on business operations. 

Understanding US Taxation for Your Delaware Offshore Company

While Delaware offers tax benefits, non-resident owners must understand U.S. taxation rules.

The IRS taxes U.S.-sourced income and considers whether a company is “Engaged in a Trade or Business” (ETBUS). Depending on your operations, filings such as Form 5472 and 1120 may be required. Offshore Pro Group provides guidance and can connect you with tax professionals.

For non-US residents, Delaware LLC taxation depends on how the IRS classifies the company. A single-member foreign-owned LLC is generally treated as a “disregarded entity” and must file Form 5472 with a pro forma 1120; income may or may not be taxed in the US depending on whether it is considered “effectively connected” with US business. 

Multi-member LLCs are treated as partnerships, requiring Form 1065 and Schedule K-1s for members, with possible withholding taxes of 30–37% on certain US-source income. Alternatively, an LLC may elect to be taxed as a corporation, in which case it pays a flat 21% federal corporate tax. Regardless of tax status, every Delaware LLC must pay the $300 annual franchise tax. Because the rules are complex and vary by situation, professional advice is strongly recommended.

Ongoing Compliance

• Delaware Annual Franchise Tax: A flat fee due each year.
• Registered Agent renewal: Continued requirement for maintaining a physical address in the state.
• Federal BOI Report: New reporting rules for beneficial owners.

Opening a Delaware Business Bank Account for Your Non-Resident LLC

Having a dedicated business bank account isn’t just helpful—it’s essential. It keeps your business finances separate from personal ones, helps you accept client payments, and shows partners you’re serious. However, if you’re not based in the U.S., this step can become a major headache. Offshore banks have benefits and potential risks you should consider, but we are here to help. 

Most U.S. banks still want you to show up in person to verify your identity. On top of that, they’re often hesitant to open accounts for companies that don’t have a U.S. office or local address in Delaware (or whatever state you start your company in) or the country in general. That leaves many non-resident founders stuck, waiting, or facing rejection without much explanation.

Offshore Pro Group helps take the hassle out of the process. We work with U.S. banks and trusted fintech platforms that offer options far more accessible to non-residents. Thanks to our network and experience, we can help you get a business account set up faster, with better odds of approval. That means your Delaware LLC can start operating sooner, with the ability to send and receive money globally.

Required Documents Checklist (KYC)

Before incorporation, you will need to provide identification and details.

For Each Member/Director/Shareholder:

• Notarized copy of passport
• Proof of residential address (utility bill, bank statement, etc.)

For the Company:

• A detailed description of planned business activities

Why Choose Offshore Pro Group for Incorporating Your Delaware Company?

Setting up a company in Delaware when you’re not a U.S. resident might sound complicated, and maybe for a good reason. But for a lot of people, it’s totally worth it with a credible company location, access to US markets, and a pro-business environment.

Offshore Pro Group simplifies complex U.S. incorporation requirements for non-residents. From filing with the Secretary of State to arranging your business bank account, we manage every step. You also benefit from our expertise in taxation, compliance, and international structuring.

Remember: we now offer consultations. You can book a complimentary 15-minute consultation to explore your options, or a paid 1-hour session with an expert in offshore company formation (currently €300, discounted from €500), providing tailored strategies for your business. 

Frequently Asked Questions