Delaware Company Formations for Non-Residents

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 start a Delaware company as a non-resident 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's corporate law structure does not impose restrictions on ownership or management of a Delaware company by a non-resident of the United States. This means that starting a corporation or LLC for a non-U.S. resident doesn't require an address in the State of Delaware or even in the United States.

Although Delaware corporations and LLCs for non-U.S. residents are not required to have a physical presence in the state, you will need to enlist the services of a Delaware Registered Agent. All Delaware companies are required to retain a Registered Agent.

A Delaware Registered Agent acts 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 order to receive documents sent by the Delaware Secretary of State to your company.

As long as you retain the services of a Delaware Registered Agent, you can form a Delaware corporation, LLC, LP, benefit company or non-profit corporation without being a resident of Delaware or the United States.

Your Registered Agent may offer services of mail forwarding and/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. As part of the Delaware company formation process for non-residents of the U.S., new businesses will need an EIN from the IRS. An EIN is mandatory for 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 EIN on this website or contact us for assistance.

You are not required to have a Social Security Number or ITIN 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 ID for the person listed as the responsible party. You can email a copy to filings@delawareinc.com after you submit your order.

You do not need a U.S. address or valid SSN/ITIN to obtain your EIN.

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

Yes, the State of Delaware permits foreigners that are registering for a U.S. company to act as officers or directors of a Delaware corporation. Delaware company formations for non-residents also allow foreigners to act as members 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?

The bank account can be opened with any bank of your choice. 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 trying to register a U.S. company as a non-resident. 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 as a Delaware LLC or corporation with U.S. residents, 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 for non-U.S. residents:

• 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 with Delaware company registration for non-residents, and provide you with an approved Certificate of Formation/Incorporation within three (3) business days or less via email.

We offer a variety of international business formation packages for you to choose from.

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

Either an LLC Operating Agreement template or corporate bylaws can 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 in the Hague Conference, need to utilize documents that have been certified by the state of Delaware and affixed with an Apostille by the Delaware Secretary of State.

We can provide you with an Apostille for 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's annual corporate compliance requirements. Even as a Delaware corporation or LLC without U.S. residents, your company must still remain compliant. 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 forwarding service as well as a virtual office service.  

Taxes

A non-U.S. resident cannot own an S corporation in the United States; therefore your Delaware company will be an LLC or a C corporation.

A Delaware LLC will 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 are 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 publication U.S. Tax Guide for Aliens as well as Tax 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 is how you can get started.