Delaware (USA) Offshore Company For Non Residents

Want a US company without moving to the US? Delaware is where most people start. More than 2.28 million business entities are registered here, and over two-thirds of the Fortune 500 companies call it home. You do not need a US passport. You do not need an office in the state. You need a name, an agent, and one filing. In return you get liability protection, a flexible business structure, and no state tax on profits earned outside Delaware.

There are two structures worth your attention: the Delaware corporation and the Delaware limited liability company. This page covers both, with current 2026 fees.

Go Deeper >> How to Register an LLC in Delaware

Why Do So Many Owners Choose Delaware?

One small state holds more companies than it holds people. That is not an accident. Here is why owners choose Delaware:

• A court built for business. The Court of Chancery hears business disputes without a jury. Judges decide. Appeals go straight to the Delaware Supreme Court, so parties reach a final answer faster. That makes outcomes easier to predict.
• Modern statutes. Delaware corporate law is updated almost every year. Corporations sit under the General Corporation Law (Title 8, Chapter 1). LLCs sit under the Limited Liability Company Act (Title 6, Chapter 18).
• No tax on out-of-state profits. A company that does not conduct business in Delaware is not required to file a Delaware corporate income tax return, per the Delaware Division of Revenue.
• No sales tax. Delaware charges none.
• No tax on intangible assets held by a Delaware holding company, such as patents, trademarks and trade names.
• Privacy on the public file. Owner names are not part of the formation documents filed with the state.
• Speed. The Division of Corporations says it can process virtually all filings in as little as 30 minutes. In practice you buy that speed through its published expedite tiers, which start at $50 for next-day service on a new formation.
• One owner is enough, of any nationality. There is no minimum capital.

Delaware also carries weight with banks and investors. That matters more than people expect. When you open accounts or raise money, a familiar structure removes friction.

Common uses: international trade, e-commerce, intellectual property holding, asset protection, estate planning, investment holding and consulting.

LLC or Corporation: Which Business Structure Fits You?

Most non-residents pick the LLC. It is simpler. But the answer depends on what you plan to do with the company.

Pick a Delaware LLC if you want fewer formalities. There is no board, no annual meeting, no share register. Your rules live in one contract, the operating agreement, and you can write it almost any way you like. Drafting that agreement well is the single most important step. By default the LLC is taxed as a pass-through, so profit lands with the members.

Pick a Delaware corporation if you plan to raise money, issue stock or bring in outside investors. Shares transfer more easily than LLC membership interests. Investors know the paperwork. The trade-off is formality: directors, bylaws, resolutions and an annual report.

Cost also differs, and the gap flipped in 2026. A corporation with 5,000 or fewer authorized shares pays the $175 minimum annual franchise tax plus a $50 report fee, which is $225. LLCs now pay a flat $400. Both figures are covered in detail below.

In 2025 the split was clear: 235,393 new LLCs against 74,716 new corporations, according to the Division of Corporations.

How Do You Incorporate in Delaware?

Seven steps, and none of them require you to set foot in the United States. This follows the official sequence published by the Delaware Division of Corporations.

1. Choose your business entity type. Corporations, LLCs, limited partnerships, statutory trusts and many general partnerships all file with the Delaware Division of Corporations. Sole proprietorships do not.
2. Appoint a registered agent. Delaware law requires every company to maintain a registered agent with a physical street address in the state. Only a business physically located in Delaware may act as its own agent.
3. Reserve your name (optional). A reservation holds your name for 120 days and costs $75. You can also just run a free availability check first.
4. Prepare your formation document. Corporations file a certificate of incorporation. LLCs file a certificate of formation. Under § 18-201 an LLC certificate needs only the company name plus the registered office address and agent details.
5. Submit it. Use the state's document filing service or post it to the Division in Dover. All fees are due on submission.
6. Check beneficial ownership reporting. Under the Corporate Transparency Act, US-formed companies no longer report owners to FinCEN. See the 2026 section below.
7. Order your certificates. Many financial institutions will require a good standing certificate or a certified copy of your new entity filing before they open an account. Order these at the same time as formation and you save a round trip.

What Does a Delaware Registered Agent Actually Do?

Think of your agent as your legal address in the state. Delaware will not form your company without one.

Your Delaware registered agent receives court papers, state notices and franchise tax reminders on your behalf. The Division sends tax notices to all Delaware registered agents each December. Your agent's address goes on the public record instead of yours, which is a quiet privacy benefit.

The agent can be an individual resident of Delaware or a business authorised to operate there, but it must hold a physical street address in the state — a post office box will not do. Only a company that is itself physically located in Delaware may serve as its own agent, which rules out almost every non-resident owner.

Good registered agent services also track deadlines for you. Since the state will not remind you twice, that alone is worth the fee. If you would rather focus on your business than diary management, use an agent that files for you.

How Much Does Delaware Company Formation Cost?

Here is the honest arithmetic. Two numbers matter: what you pay the state, and what you pay whoever does the work.

The state fee comes straight from the Delaware Department of State fee schedule revised 1 August 2026.

Corporation fees rise with stock. To hold yours at the minimum, authorise 1,500 shares or fewer with no par value, or keep authorized shares and par value multiplied together below $75,000. Note that this 1,500-share threshold governs the filing fee only — the separate $175 minimum franchise tax runs up to 5,000 authorised shares.

On top of the state fee, a filing service charges for the work: preparing the certificate, acting as your registered agent for the first year, and ordering the certificates your bank will ask for. Offshore Protection quotes this per client rather than publishing a fixed package rate, because the right scope depends on whether you need an LLC or a corporation, an EIN, certified and apostilled documents, or banking support alongside the filing. Ask us for a written quote and you will get the full cost in one figure before you commit.

Standard processing usually takes 5 to 7 business days without expedited service.

What Do You Pay Every Year?

Delaware is cheap to enter and predictable to keep. The renewal date depends on which structure you picked.

Delaware LLCs pay a flat annual tax of $400, due on or before 1 June, with no report to file at all, per the Division of Corporations. This rose from $300 under House Bill 400 and bites from the 2026 tax year, so the first $400 bill falls due on 1 June 2027 — the amount paid on 1 June 2026 was still $300. Miss it and you owe a $200 penalty plus 1.5% interest per month on tax and penalty. There is no proration: if the entity was active at any point in the year, the full tax is assessed.

Domestic corporations must file an annual report and pay franchise tax by March 1. The report fee is $50, or $25 for exempt domestic corporations, which file the report but owe no tax. The minimum tax is $175 under the authorised shares method, which covers a corporation with 5,000 or fewer authorised shares, and $400 under the assumed par value capital method. The ceiling is $200,000, or $250,000 for large corporate filers. Corporations owing $5,000 or more pay in quarterly instalments. Late filing costs $200 plus 1.5% monthly interest. Every Delaware corporation must file electronically.

So the yearly floor is about $225 for a small corporation and $400 for an LLC, before your agent's fee.

To setup a Delaware company we charge $1700 which includes all gov and state fees. We also help you setup you up with a bank account for your new company.

Taxes for Non-Residents: What You Really Owe

People call Delaware a tax haven. That is loose language, and it can get you into trouble. Here is the accurate version.

• Delaware corporate income tax is 8.7%, but only on federal taxable income allocated and apportioned to Delaware. A corporation that does not conduct business in the state is not required to file a Delaware return at all.
• Holding companies are exempt. Under 30 Del. C. § 1902, corporations whose activity in Delaware is limited to maintaining and managing intangible investments are exempt from the tax.
• No sales tax anywhere in Delaware.
• LLCs are pass-through by default. The company itself is not taxed on income; the members are, wherever they are resident. An LLC can elect to be taxed as a corporation instead.
• You still owe taxes in your home state or country. Forming in Delaware does not change your personal residence or your reporting duties.
• US federal tax is separate. Whether a non-resident owner owes US federal tax turns on whether the income is effectively connected with a US trade or business, and on how the entity is classified. A Delaware entity is not automatically outside the US federal net. Get advice before you assume zero.

Correction to our earlier guidance: this page previously described Delaware companies as carrying "0% corporate taxation" and "0% federal tax for non-resident members". Both statements were too broad and are not supported by the Division of Revenue or the Internal Revenue Code, so they have been removed. The franchise tax is also owed regardless of profit — it is a fee for the privilege of being a Delaware entity, not an income tax.

If you actually operate inside the state, two more items apply: a Delaware business license from the Division of Revenue and gross receipts tax on sales, both administered separately from your formation.

Key Corporate Features

Two structures, side by side. Use this before you decide.

Two rows were removed from the previous version of this table. "Company Secretary: Required, local" is wrong: the LLC Act imposes no secretary requirement at all, and a Delaware corporation appoints officers under its bylaws with no residency condition. "Minimum Annual Tax: US$50" was also wrong — $50 is the corporate annual report fee, not the tax.

Corporate Details You Should Know

A few practical points that do not fit neatly in a table.

Privacy. Delaware requires very little personal information on formation documents. Members and beneficial owners of an LLC are not named on the public file. Your registered agent in the state holds that information.

Liability protection. Both structures are separate legal persons with the powers of a natural person. Your exposure is limited to what you put in. Separating personal assets from business assets is the main reason people bother forming a company at all.

Company names. An LLC name must end with "Limited Liability Company" or "LLC". A corporation name usually ends with Incorporated, Corporation, Company or Limited. The name must be unique and not misleading. Some jurisdictions use the term articles of incorporation for this document; Delaware calls it the certificate of incorporation.

Operating in other states. You may conduct business in Delaware or anywhere else, but a company doing business outside its home state normally has to register there as a foreign entity.

Records and accounts. You must keep proper books, but there is no audit requirement and no obligation to file accounts with the state. Delaware does not see your financial statements.

Records and language. All legislation and filings are in English. There are no exchange controls.

How Is Delaware Company Formation Changing in 2026?

Two things changed this year, and both affect what you pay and what you disclose.

The stat. House Bill 400 was signed into law on 21 May 2026. It raised the annual tax on Delaware LLCs, limited partnerships and general partnerships from $300 to $400, along with a rise from $75 to $100 per registered series and from $200 to $300 per partner for LLPs and LLLPs. The tax change applies from 1 January 2026 for the 2026 tax year, so it first shows up in the bill due 1 June 2027; most filing and service fee increases took effect on 1 August 2026. The bill also lifted the ceilings on expedited processing — the state may now charge up to $300 for 24-hour service, $500 for same-day, $1,500 for two-hour, $2,500 for one-hour and $10,000 for 30-minute service, though the published schedule has not yet moved to those maximums. The increase was announced by Delaware House Democrats on 9 April 2026 and is now reflected on the Division of Corporations tax page. Corporations were not affected and still calculate franchise tax the old way.

On disclosure, FinCEN issued a final rule on 11 August 2026, effective 14 August 2026, that permanently removes beneficial ownership reporting for companies formed in the United States. Only entities formed under foreign law and registered to do business in a US state still report, and they no longer name US-person owners. FinCEN has also said it will delete information previously reported by US persons, so clients who filed under the old regime need take no further action. One caveat worth keeping in view: this changes what you file with FinCEN, not what your bank asks you. The 2016 Customer Due Diligence rule still stands, so banks will continue to identify your beneficial owners when you open an account.

What 25 years of formation work tells us. Owners fixate on the setup fee and ignore the renewal. That is backwards. Over a ten-year holding period the difference between a $109 filing and a $110 filing is one dollar, while the difference between a $225 corporate renewal and a $400 LLC renewal is $1,750. For clients holding a stack of dormant entities "just in case", the 2026 increase is a real cost. We now tell those clients to close what they are not using before June, because a Delaware LLC must be brought current with the state before it can be cancelled cleanly.

A hedged prediction. Before HB 400, Delaware had not raised the alternative entity tax since 2014, and formations still grew more than 15% in 2025. If that pattern holds, the state will keep pricing modestly upward while protecting the corporate franchise tax structure that its largest filers depend on. Expect the next pressure point to be expedited service fees rather than base formation fees, since HB 400 already lifted the ceilings on those well above what the state currently charges. This is a reading of current trends, not a forecast, and no legislation is pending that we can point to.

Delaware Company Incorporation with Offshore Protection

Join thousands of clients who have used the Offshore Protection advantage for more than 25 years. When you buy any company formation product, you get free support from our lawyers to answer your day-to-day management questions.

Ready to Form Your Delaware Company?

Delaware offers what few places match: liability protection, a specialist business court, strong privacy on the public file, and no state tax on profits earned elsewhere. Setup is fast and the yearly cost is predictable. Whether you want an LLC for simplicity or a corporation for investors, the structure is available to you as a non-resident today. Book a consultation and we will handle the filing, the agent and the deadlines.

Frequently Asked Questions

• Can a foreigner start a business in Delaware?

  Yes. There is no citizenship or residency requirement. The only physical requirement is that your company keeps a registered agent in Delaware. You can own 100% of the company, be its sole member or director, and never visit the United States. You will still owe tax in your home country, and you may need a US bank account, an EIN, and in some cases an ITIN to operate.

• How much does it cost to form and renew a Delaware company?

  The state charges $110 to form an LLC and from $109 for a corporation with minimum stock. On top of that you pay whoever prepares the filing and acts as your registered agent; Offshore Protection quotes that per client rather than publishing a fixed rate, since scope varies. Renewals are $400 a year for an LLC, due 1 June, or from $225 a year for a small corporation, due 1 March, plus your agent's annual fee.

• Should I form an LLC or a corporation in Delaware?

  Form an LLC if you want flexibility, fewer formalities and pass-through tax treatment. Form a corporation if you plan to issue stock, raise outside capital or bring in investors, who generally prefer share agreements to membership interests. Corporations need directors, bylaws and an annual report; LLCs need none of those.

• Is a Delaware LLC really tax free for non-residents?

  No, and you should be careful with anyone who tells you it is. What is true is narrower: Delaware charges no state corporate income tax on profits that are not allocated to Delaware, and an LLC is a pass-through, so the company itself is not taxed. Your US federal position depends on whether the income is effectively connected with a US trade or business, and you remain taxable in your country of residence. Take advice on your specific facts before you assume a zero rate.

• Do I need a Delaware registered agent?

  Yes. Every Delaware entity must appoint and maintain a registered agent with a physical street address in the state. Only a business physically located in Delaware may act as its own agent. Your agent receives legal service of process and state tax notices for you.

• Do I need an EIN for a Delaware company?

  You will need one to open a US bank account, hire, or file most US returns. You apply on IRS Form SS-4. If you have no legal residence or principal place of business in the United States, you cannot use the online tool; you apply by fax, by post, or by telephone on the international line, and the IRS accepts foreign identifying details in place of a Social Security number.

• Are Delaware corporations required to have bylaws?

  No statute forces a Delaware corporation to adopt bylaws, but you should have them anyway. Banks routinely ask for bylaws and a banking resolution before opening a corporate account, and bylaws are what set out how directors are appointed and how decisions get made.

• Do I need to report beneficial owners under the Corporate Transparency Act?

  Not if your company is formed in Delaware. Under the FinCEN final rule effective 14 August 2026, all entities created in the United States are exempt from beneficial ownership reporting. Only companies formed under foreign law and registered to do business in a US state still file, and they do not report US-person owners. Your bank will still ask who owns the company, because the separate customer due diligence rule has not changed.

• Do I need a Delaware business license?

  Only if you actually conduct business inside Delaware. Holding companies that merely maintain a registered office in the state generally do not. If you do operate there, you register with the Division of Revenue for a licence and gross receipts tax, which are handled separately from your formation.

• Can my Delaware company do business in other states?

  Yes, provided you register as a foreign entity in each state where you actually operate. A company incorporated in the state of Delaware but trading in, say, New York or Texas must qualify in that state too, and pay its fees.

• How long does Delaware company formation take?

  Standard processing typically runs 5 to 7 business days. Delaware also offers paid expedited service on a new formation: $50 for 24-hour turnaround and $100 for same-day filing, with two-hour service at $500 and one-hour service at $1,000 per document. House Bill 400 raised the statutory ceilings on these tiers in 2026, so expect them to drift upward.

• What happens if I miss the annual tax deadline?

  Delaware charges a $200 penalty plus interest of 1.5% per month on the unpaid balance. Your company also stops being in good standing, which blocks you from getting a certificate of good standing, and banks will notice. Bringing an entity current is also a precondition for cancelling it.