How to form a Delaware LLC: step-by-step for non-residents in 2026

Step 1: Choose and check your LLC name

Delaware requires every LLC name to contain "Limited Liability Company", "LLC", or "L.L.C.", and to be distinguishable from every other entity registered in Delaware (8 Del. C. § 18-102). The state evaluates distinguishability strictly: "Acme Holdings LLC" and "Acme Holding LLC" are not distinguishable. Adding a different state name ("Acme Delaware Holdings LLC") usually does not help. The most reliable pattern is to add a meaningful business descriptor (industry word, product category, or a clearly distinguishing geographic term).

Use the Delaware Division of Corporations name search at icis.corp.delaware.gov, or run it through our free name availability tool which checks both Delaware's database and common trademark conflicts in the same step. A clean Delaware availability result is necessary but not sufficient: a name can be available in Delaware and still infringe a federal trademark.

Practical naming rules:

• Avoid words the state regulates ("Bank", "Trust", "Insurance") unless you have separate regulatory approval.
• Avoid names that imply government affiliation ("Federal", "State", "Treasury").
• Search the USPTO trademark database at uspto.gov/trademarks for federal conflicts in your industry class.
• For brand-critical names, run a Google and Amazon search to surface common-law trademark conflicts (used-but-not-registered marks).
• If your top choice is taken, Delaware lets you reserve an available name for 120 days for $75. Most founders skip reservation and file the Certificate directly.

Step 2: Appoint a Delaware registered agent

Every Delaware LLC must have a registered agent with a physical Delaware street address, available during normal business hours (8 Del. C. § 132). The agent receives legal documents and state correspondence on behalf of your LLC. Non-resident founders cannot serve as their own agent because the agent must maintain a Delaware address; PO boxes do not satisfy the requirement.

The major options:

• Harvard Business Services: $50 per year, cheapest in market, operating since 1981. Right pick if price is the only criterion.
• Delewarellc: $0 in Year 1 (included in the $297 formation bundle), ~$99/year renewal. Right pick if you want multilingual support, free annual compliance reminders, and the WhatsApp founder channel.
• Northwest Registered Agent: $125 per year, well-regarded for privacy and US-resident customer service.
• IncNow: $59 per year, Delaware-headquartered, Series LLC specialty.
• LegalZoom: $249 per year. Bundled into larger plans with heavy upsells.

You can switch registered agents at any time by filing a Certificate of Change of Registered Agent with Delaware ($50 state fee). Most agents handle the switch as part of onboarding. There is no penalty for switching, and the change typically takes 1-2 weeks. The full registered agent comparison lives on the registered agent page.

Step 3: File the Certificate of Formation

The Certificate of Formation is the legal document that creates the LLC. It contains the LLC name, the registered agent's name and Delaware address, and the organizer's signature. The Delaware state filing fee is $110. Standard processing takes approximately 5-10 business days. Expedited service is available for $50 to $1,000 above the standard fee depending on tier (24-hour, same-day, 2-hour, or 1-hour).

Delewarellc files the Certificate on your behalf during Days 3-5 of the 8-10 day timeline, routinely using Delaware's 24-hour expedited tier so the Certificate is in hand by Day 5. The $110 state fee is paid through to Delaware on your behalf and itemized on your receipt.

The Certificate of Formation is a public document. Anyone can search it on icis.corp.delaware.gov by file number or entity name. The Certificate does not list members, ownership percentages, or operating details. Those live in the Operating Agreement, which is not filed with the state.

Step 4: Apply for an EIN via Form SS-4

The EIN (Employer Identification Number) is your federal tax identifier. You need it for federal tax filings, bank account applications, Stripe onboarding, and most US marketplace registrations. Non-residents apply via IRS Form SS-4, faxed to the IRS international EIN unit, with "Foreign" entered in the SSN field for the responsible party. The IRS online EIN application at irs.gov requires an SSN or ITIN and is therefore not available to non-residents.

Average turnaround for a faxed Form SS-4 from the IRS is 1-2 business days when the form is filled correctly. Mail applications take 4-6 weeks. Calling the IRS international line is occasionally faster but requires the responsible party to be available during US business hours, which is often impractical for founders in Asia or Africa.

Common mistakes that cause SS-4 rejection or delay:

• Writing your passport number in the SSN field (correct entry is the literal word "Foreign").
• Checking the wrong entity classification box (Line 9a, "Other" for single-member disregarded entities).
• Missing or mismatched LLC name versus the Certificate of Formation.
• Missing the responsible party's foreign address on Lines 4a-b.
• Missing signature on Line 18.

Delewarellc handles the entire Form SS-4 process during Days 6-8 of the formation timeline. We have a verified return fax setup, so the EIN confirmation letter (CP 575) comes directly to us and we forward to you the same day. The full walkthrough is on the EIN-without- SSN page.

Step 5: Sign an Operating Agreement

The Operating Agreement is the internal contract among LLC members. It defines ownership percentages, profit distribution, management structure, capital contributions, and how the LLC handles new members or buyouts. Delaware does not require the Operating Agreement to be filed with the state, but 6 Del. C. § 18-101 strongly implies the LLC should have one. Without it, default statutory rules apply, which may not match what the founder actually wanted.

Single-member Operating Agreements are short (2-5 pages) and mostly confirm the single member's full ownership and control. Multi-member agreements run 10-25 pages because they must handle disputes, exits, and voting. Delewarellc's bundle includes a customized single-member template; multi-member templates are available on request.

Engage a Delaware corporate lawyer for any of these situations:

• Two or more co-founders with ownership splits that are not 50/50.
• One founder contributing cash and another contributing labor (profits interest, vesting schedules).
• Plans to raise outside capital within 12 months (the Operating Agreement may need conversion-friendly language).
• Significant assets at formation (intellectual property, real estate, existing contracts).
• Multiple membership classes (voting versus non-voting, preferred versus common).

For straightforward single-member non-resident LLCs running e-commerce, freelance, or SaaS, the template works and you can upgrade later. The full Operating Agreement reference lives on the dedicated page.

Step 6: Open a US business bank account

Banking is the most variable step. Delewarellc applies to 4-5 banks per customer (Mercury, Wise, Relay, Lili, Payoneer) so that at least one approves. Approval depends on the bank's policies, your country of residence, your business model, and sometimes your projected transaction volume. Approval timelines vary 2-4 weeks per bank.

Wise Business currently has the highest approval rate for non-residents. Mercury has the strongest feature set but the strictest approval (2025-2026 policies tightened). Payoneer is the most accessible globally and integrates with marketplaces (Amazon, Upwork, Fiverr). Relay and Lili are newer entrants, sometimes more lenient on documentation.

What you need to apply to any of these banks:

• Filed Certificate of Formation (the official Delaware document).
• EIN confirmation letter from the IRS (CP 575).
• Operating Agreement (most banks ask for it; some accept the template version).
• Passport scan and proof of address abroad.
• A clear description of your business (industry, target customers, revenue source).
• For some banks: projected transaction volume, expected source-of-funds documentation.

Banks will not open an account before your EIN is in hand, which is why the sequence puts EIN at Days 6-8 and bank applications at Days 9-10. Read the country-by-country pattern on the banking guide.

Step 7: File your Year 1 federal and BOI reports

Year 1 compliance has two components: the BOI (Beneficial Ownership Information) report under the Corporate Transparency Act, and the Form 5472 + Form 1120 federal information return if you are a foreign-owned single- member LLC. Both are mandatory and both have meaningful penalties.

BOI report: Filed with FinCEN at fincen.gov/boi within 90 days of formation for entities formed in 2024 or later. The penalty for non-filing is $591 per day (CPI-adjusted from $500), with criminal penalties up to $10,000 and 2 years prison for willful violations. The BOI form is free, takes 15-20 minutes to complete, and is a one-time filing per ownership-change event (not annual). Delewarellc sends a reminder before the 90-day window closes.

Form 5472 + Form 1120: Filed with the IRS by April 15 of the calendar year after formation (or the 15th day of the 4th month after fiscal year end). Required for foreign-owned single-member US LLCs treated as disregarded entities. Penalty for failure to file is $25,000 per occurrence. Form 5472 must be filed even when there were no reportable transactions in the year, as long as the LLC exists. Multi-member LLCs file Form 1065 partnership return instead.

Ongoing compliance after Year 1

Year 2 onwards has three recurring obligations and one optional one:

• Delaware annual franchise tax: $300 flat, due June 1. Paid online at corp.delaware.gov. The amount is the same regardless of revenue or member count.
• Registered agent renewal: approximately $99/year with Delewarellc, $50/year with HBS, $125/year with Northwest.
• Form 5472 + pro forma Form 1120: if you are a foreign-owned single-member LLC. Filed by your CPA for $200-$500 per year.
• Optional: state foreign qualification in any US state where you have a physical presence, employees, or sales tax nexus (California, New York, Texas, etc.). Most non-resident-only LLCs do not need this.

Delaware LLCs do not file an annual report, unlike Delaware Corporations. There is no Delaware state income tax for LLCs whose income is earned outside Delaware. The full annual obligation runs approximately $400-$900 per year depending on CPA fees and registered agent choice.

DIY vs Delewarellc: when does each make sense

DIY is theoretically the cheapest path: $110 to Delaware for the Certificate of Formation, plus $50 per year to HBS for the registered agent equals about $160 in Year 1. Add your time on Form SS-4 and the Operating Agreement. The most common DIY failure mode for non-residents is a rejected Form SS-4, which delays the bank account by 2-3 weeks and sometimes requires re-filing.

DIY makes sense if: you are technically comfortable, you speak English well enough to navigate IRS instructions, you have a single-member LLC, your business model is straightforward, and your country has consistent Wise Business or Payoneer approval rates. DIY does not make sense if you want compressed timeline, multilingual support, multi-bank applications, or Form 5472 awareness at formation.

First-party context cited on this page

The 8-10 business day timeline reflects Delewarellc's internal operations log across 40+ countries served, not a marketing claim. Delewarellc averages 8-10 business days from payment to filed Delaware Certificate of Formation. Days 1-2 KYC and payment. Days 3-5 Delaware filing. Days 6-8 EIN. Days 9-10 bank applications. Certificate of Formation filing, $110 Delaware state fee, registered agent Year 1, EIN via Form SS-4, Operating Agreement to 6 Del. C. § 18-101 standards, 4-5 bank applications, WhatsApp support in 5 languages, Form 5472 awareness brief. Delewarellc provides free annual reminders for Delaware franchise tax (June 1 LLC), BOI reports, Form 5472, and foreign qualification renewals. Most competitors charge $99-$199/year for the equivalent.