A Delaware LLC is among the most preferred business structures, suitable for a variety of businesses, industries, and investors. You can use it as a holding company, a trading entity, or an investment vehicle. If you are wondering how to register a Delaware offshore company in a hassle-free way, this write-up has got you covered.
Benefits of Setting up a Business in Delaware
Promote ease of doing business through a simplified, transparent structure.
- Streamline the process of company formation in Delaware by offering an efficient administrative framework and the support of registered agents.
- Offer the benefit of pass-through taxation, meaning it can be structured as a partnership for tax purposes.
- High expansion potential, as it can accommodate as many members as possible
- High flexibility, as it can be structured as a corporation for tax purposes
Steps to Register a Delaware LLC in 2026
Here is the breakdown of steps concerning the offshore company incorporation in Delaware:
Step 1: Reserve a legally compliant name
Decide on the business name and ensure it abides by the local laws. Additionally, verify whether or not it is trademarked. To be assured that the selected name is legitimate, you can conduct a name search on the official portal of the Delaware Division of Corporations.
Once done, proceed with reserving the selected name with the authority. Whatever name you choose will have a prefix such as “L.L.C.” or “LLC” as it is mandatory under the law.
Step 2: Appoint a Registered Agent
This is a mandatory step to follow under Delaware law. The appointed agent will help you with the filing application, undergo official correspondence with the authority, and receive legal mail on your behalf to maintain business continuity and compliance.
Step 3: File the Certificate of Formation
The appointed agent will file the legal certificate cum application with the concerned authority. The document must include the name and address of the offshore company and the agent, as well as the authorized person’s signature.
Step 4: Draft an Operating Agreement
Although drafting an operating agreement is not mandatory, drafting it before company formation in Delaware is highly recommended. It serves as a charter for your company, outlining key details such as ownership information, profit distribution methods, members’ obligations, leave arrangements, etc.
Step 5: Receive Certificate of Incorporation and Apply for EIN
The authority, i.e., Delaware Division of Corporations, will vet documents submitted by the registered agent. If no errors are found, the authority will grant the registration certificate, upon which you can apply for an Employer Identification Number (EIN) from the IRS to fulfill tax obligations.
Documents You Need for Delaware LLC Formation
- Certificate of Formation (to be filed with the authority during incorporation)
- Operating agreement (not mandatory, but essential to overcome legal complications)
- Initial Resolutions/Minutes (if a parent company wants to structure LLC as a subsidiary or a branch office)
What to do after incorporating the Delaware offshore company (LLC)?
Managing Delaware offshore LLC is all about addressing several legal requirements. These include:
Draft an Operating Agreement
While it is not mandatory to create such a document, it can help overcome several drawbacks, like
Disputes among members
Mismanagement
Micromanagement
Breach of voting rights
Breach of corporate governance
Hostile takeover
An operating agreement embodies the internal governance of your organization, boasting key details like ownership percentage and members’ rights, terms concerning profit allocations, and so on. Make sure to draft such a document under the supervision of an expert specialized in the Company Act and regulations.
Secure an Employer Identification Number (EIN) From the IRS
The following important requirement is to secure the EIN for your company from the Internal Revenue Service (the apex tax authority of the US). The EIN is vital for filing tax returns and opening a corporate bank account.
File the Beneficial Ownership Information (BOI) Report
From 2024 onward, every registered entity, including LLCs, is obligated to file the BOI report under the CTA (Corporate Transparency Act). The reporting authority is the Financial Crime Enforcement Network (FinCEN). The report must demonstrate the information about the ultimate owner or decision maker of the company. As per the CTA, the ultimate owner is the one who owns or controls 25% or more of the company.
Pay the Annual State Compliance Fee
Every Delaware LLC is liable to pay an annual franchise tax of $300 on or before June 1st of every year. This amount must be paid to the Division of Corporations.
A limited liability company is the right choice as it offers the least resistance in terms of incorporation, compliance, and corporate governance. We hope you will find this guide helpful and comprehensive regarding the formation requirements. If you seek professional assistance, feel free to contact BSW anytime.
Business Setup Worldwide (BSW) ranks among the top service providers globally for offshore company formation needs. We serve over 50 jurisdictions worldwide and have 8+ years of experience. Partnering with BSW can lead to a seamless business setup regardless of which jurisdiction or industry you choose. Team up with us today for a hassle-free experience.
