Form a Delaware LLC from Costa Rica: Complete 2026 Guide

Why do Costa Rican founders look at Delaware? Mostly because the state-level side is predictable. The filing fee is $110 ($110 online), the ongoing requirement is $400 flat annual franchise tax (raised from $300 under Delaware House Bill 400, signed May 21 2026, effective retroactively for the 2026 tax year; first billed with payments due June 1, 2027), no separate annual report required, and the state applies no tax on LLC income earned outside the state, though the flat annual tax applies regardless of activity. Delaware does not require member names on the public formation certificate. Keep in mind that the state says nothing about how Costa Rica taxes you; that depends on Costa Rica law and is covered further down this page. What Delaware offers is investor familiarity and a well-known legal framework.

Costa Rican freelancers, developers, consultants and online sellers form US LLCs to invoice international clients in dollars, hold a US business bank account and present a domestic US vendor to American customers. Costa Rica taxes income from Costa Rican sources, so the questions for an owner concern where the work is done and where the income arises, together with the American filings. The colon is converted to dollars when you fund the account, so compare rates at your bank.

Three things to do straight after formation. First, the paperwork: an Operating Agreement, and a note of the EIN letter's location (if it is lost, ask the IRS for Form 147C). Second, the money side: bank account, then Stripe or PayPal subject to their review. Third, the calendar: your Delaware annual obligation ($400 flat annual franchise tax (House Bill 400, raised from $300), first billed with payments due June 1, 2027) and the federal Form 5472 and pro forma 1120. Federal Beneficial Ownership Information reporting is not something you need to do: FinCEN's rule in force since August 14, 2026 permanently exempts all US-formed LLCs.

The case for Delaware: you're planning to raise US venture capital or want the state most investors and legal counsel are already familiar with, and you're comfortable with the flat $400 annual tax (raised from $300 by 2026's House Bill 400) regardless of your LLC's size. The case against is simply that another state may suit your priorities better, and changing states after formation means closing the LLC and starting a new one.

For a Costa Rica-based owner the order of operations is: registered agent first (you need their Delaware address for the filing), then the Articles of Organization, then the EIN, then the bank account. The EIN application is Form SS-4; leave the SSN field as "Foreign" or "N/A". Calling the IRS international line (267-941-1099) is the fast route at about 45-60 minutes; faxing or mailing the form takes 4-6 weeks. Once you hold the EIN letter, bank and payment applications can begin.

PwC's Costa Rica summary says income tax applies to local income whatever the taxpayer's nationality or residency, and defines Costa Rican-source income as income derived from assets used, goods located or services rendered within Costa Rican territory. That definition looks at where a service is rendered, so a founder who does the work while living in Costa Rica should ask an accountant whether the income is Costa Rican-source even when the clients are abroad. In 2023 Congress approved an amendment to clarify the treatment of passive foreign-source income, and the President partially vetoed it the same month, so check the current position. The American side is fixed: Form 5472 with a pro forma Form 1120 each year, with a $25,000 minimum penalty.

A Costa Rican founder planning to raise US capital or sell to a US acquirer may choose Delaware despite the $400 annual tax, because investors know the law. The $400 is a fixed amount for a Costa Rican budget.

Over five years, the state-level cost of a Delaware LLC is a $110 filing fee plus $400 a year for five years, so $2,110 in total, before the registered agent. That makes Delaware the most expensive of the five states on this measure. The same arithmetic across the five states runs from $50 to $2,110. For a Costa Rican owner, the key question is whether the LLC's income counts as Costa Rican-source, so plan for a written view from a Costa Rican accountant before you form.

If income is Costa Rican-source and you are self-employed, PwC lists 2026 bands in colones of 0 percent up to 4,094,000, 10 percent up to 6,115,000, 15 percent up to 10,200,000, 20 percent up to 20,442,000 and 25 percent above. These matter only if your LLC income is treated as Costa Rican-source, so test the source question before you plan around the rates.

Budgeting for a Delaware LLC from Costa Rica? The one-time state fee is $110 ($110 online). Every LLC then needs a registered agent (typically $100-150 a year); the EIN itself costs nothing when you apply to the IRS directly; and Mercury or Relay accounts are usually free. The yearly state-side item is $400 flat annual franchise tax (raised from $300 under Delaware House Bill 400, signed May 21 2026, effective retroactively for the 2026 tax year; first billed with payments due June 1, 2027), no separate annual report required. Bundled, EasyBrise Global Launch costs $295 for year one with a registered agent included and $149 a year to renew.

As a Costa Rican owner, your recurring dates look like this. State: Delaware's $400 annual tax is first billed with payments due June 1, 2027, and there is no separate annual report. Federal: Form 5472 with the pro forma Form 1120 is due on the return due date, April 15 for a calendar-year LLC, extendable with Form 7004. For the one-off EIN call, the IRS line (6 a.m. to 11 p.m. Eastern) is open 5 a.m. to 10 p.m. Costa Rican time in US standard time (4 a.m. to 9 p.m. in US daylight time). Put the state date and the federal date in your calendar when the EIN arrives, because a missed Form 5472 carries a $25,000 minimum penalty.

In September 2023 Costa Rica's Congress approved an amendment to the first article of the Income Tax Law to clarify how passive foreign-source income is taxed under the territorial system. The President partially vetoed the amendment on 14 September 2023, and Congress would have needed 38 votes to override. We could not confirm what happened afterwards, so do not rely on this guide for the current rule. Ask a Costa Rican accountant how dividends, interest and similar income from abroad are treated now.

Costa Rica does not appear on the lists of US income tax treaty partners we checked. In this case the gap matters little for foreign-source business income, because there is usually no second tax for a treaty to relieve. The rules that decide your outcome are the US rules for the LLC and for any US-source income.