For non-US owners of a Delaware LLC
Foreign-Owned Delaware LLC: State Report, Tax and IRS Filing
Your LLC is formed in Delaware and you live outside the US. Two sets of rules apply every year: Delaware's report and tax, and the IRS filing for foreign-owned LLCs. Here are both, from the state's own sources and the IRS.
Quick answer
What does a foreign-owned Delaware LLC have to file each year?
With Delaware: None required (no annual report for LLCs; only the annual LLC tax is paid). Fee: No report fee. Due: No report. The annual tax for the prior year is due on or before June 1. With the IRS: Form 5472 with a pro forma Form 1120 for any year with a transaction between the LLC and its foreign owner, with a US$25,000 penalty if missed.
At a glance
- Delaware yearly report
- None required (no annual report for LLCs; only the annual LLC tax is paid).
- Delaware fee
- No report fee
- Delaware due date
- No report. The annual tax for the prior year is due on or before June 1.
- IRS filing
- Form 5472 with a pro forma Form 1120; US$25,000 penalty if missed
- Fees
- See our Form 5472 filing service page, or request a quote
What Delaware expects every year
Delaware sets its own yearly duties, separate from the IRS. From the state's own pages (Delaware official source): State figures checked November 11, 2026 on corp.delaware.gov.
| Item | Delaware |
|---|---|
| Yearly report | None required (no annual report for LLCs; only the annual LLC tax is paid). |
| Fee | No report fee. The yearly obligation is the US$400 annual tax. |
| Due | No report. The annual tax for the prior year is due on or before June 1. |
| State tax | Annual tax of US$400 for every domestic and foreign LLC formed or registered in Delaware. There is no proration: the tax is assessed if the LLC is active in the Division of Corporations' records at any time from January 1 to December 31. |
| If it is late | A US$200 penalty plus interest of 1.5% per month on the tax and penalty. |
Easy to miss: The US$400 is due every year whether or not the LLC had income or activity.
Federal filings, whatever Delaware requires
| Filing | When | Source |
|---|---|---|
| Form 5472 with a pro forma Form 1120 | Each year the LLC has a reportable transaction with its foreign owner; US$25,000 penalty if missed | IRS |
| BE-13 | Generally within 45 days of a foreign person setting up or buying a US business | BEA rule |
| Form 1040-NR | Only if the LLC has income effectively connected with a US trade or business | IRS |
None of these depend on the state. A Delaware LLC files them on the same terms as an LLC formed anywhere else.
Dates to keep
| Who | What and when |
|---|---|
| State | None required (no annual report for LLCs; only the annual LLC tax is paid).: No report. The annual tax for the prior year is due on or before June 1. |
| IRS | Form 5472 with the pro forma Form 1120, normally by April 15 for a calendar-year LLC (Form 7004 extends it) |
| Once | BE-13 within 45 days of formation, if it applies |
How we help
We prepare Form 5472 and the pro forma Form 1120 for foreign-owned Delaware LLCs, or the full year under our annual package. Fees are on our Form 5472 filing service. Gurleen Kaur, CPA licensed in British Columbia and Washington State, signs. We remind you of the Delaware date; the state report itself is filed with Delaware.
See the annual compliance package, best state for non-US founders and US LLC tax by country.
Law references for a Delaware LLC
Delaware
- State rules: Delaware official page.
Federal
- Form 5472: Internal Revenue Code section 6038A and Treas. Reg. section 1.6038A-1; T.D. 9796 treats a foreign-owned single-member LLC as a corporation for this purpose (IRS).
- Effectively connected income and Form 1040-NR: Code sections 864 and 871 (IRS Pub 519).
- BE-13: 15 CFR 801.7 (eCFR).
Other states
All 50 states and DC in one table: US LLC annual fees by state.
Common questions
What does a Delaware LLC owe the state each year?
None required (no annual report for LLCs; only the annual LLC tax is paid).. Fee: No report fee. Due: No report. The annual tax for the prior year is due on or before June 1.
Does a Delaware LLC owned by a non-US person pay Delaware tax?
Annual tax of US$400 for every domestic and foreign LLC formed or registered in Delaware. There is no proration: the tax is assessed if the LLC is active in the Division of Corporations' records at any time from January 1 to December 31.
What happens if the Delaware filing is late?
A US$200 penalty plus interest of 1.5% per month on the tax and penalty.
Does a foreign-owned Delaware LLC file with the IRS?
Yes. Form 5472 with a pro forma Form 1120 for any year with a reportable transaction with the foreign owner, including the money used to form it. The penalty for missing it is US$25,000. This is separate from the state filing.
Sources
Every rule and figure on this page links to the IRS, CRA or other official source it comes from. Amounts change; we re-check them before each engagement.
- Delaware: official source
- IRS: Instructions for Form 5472
- eCFR: 15 CFR 801.7 (BE-13 reporting requirement)
- IRS: Publication 515
Gurleen Kaur, CPA licensed in British Columbia and Washington State. Last updated November 11, 2026. This page is general information, not tax or legal advice for your situation.
Related guides: US LLC fees by state, Annual compliance package, Best state for non-US founders.
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