Form a Delaware LLC from Denmark: Complete 2026 Guide

Why do Danish 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 Denmark taxes you; that depends on Denmark law and is covered further down this page. What Delaware offers is investor familiarity and a well-known legal framework.

Danish 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. Denmark is an EU member and the krone is tied to the euro, and a Danish owner funds the LLC from kroner converted to dollars. Denmark has a controlled-foreign-company rule that applies to individuals, so the Danish tax analysis is the main task.

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.

A Danish 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 Danish budget.

For a Denmark-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.

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 Danish owner, Section 16 H of the Tax Assessment Act reaches individuals directly, so budget for a Danish adviser's written view alongside the US costs.

Budgeting for a Delaware LLC from Denmark? 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 Danish 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 noon to 5 a.m. Danish time for most of the year (the gap shrinks to five hours for a few weeks when US and European clock changes fall on different dates). 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.

KPMG's Denmark profile says the CFC inclusion applies irrespective of the rules in a double tax treaty, so the US-Denmark treaty does not by itself take the LLC outside the Danish rule. The tax reference lists the circumstances in which the rule can apply, including an agreement with foreign tax authorities on the rate or tax base. Treat the treaty as background and get the Danish analysis done directly.

Denmark appears among the partners with a US income tax treaty. It covers dividends, interest, royalties and tie-breaker rules for residency, and you can confirm the details in the IRS treaty tables. For a typical founder whose LLC earns only non-US-source income, the treaty changes little for US tax because there is usually no US federal income tax for it to reduce, and as noted it does not switch off Danish CFC taxation.

Two further conditions must be met. CFC income must exceed one half of the company's taxable income, measured under the section, and the foreign income tax must be below three-quarters of the tax that would be due at the Danish corporate rate. With a 22 percent corporate rate the second line sits at 16.5 percent. The first test asks what kind of income the LLC has, so an LLC whose revenue is fees for work you do is a different case from an LLC holding financial assets. Ask an adviser to apply the test to real figures.

A Danish tax reference describes the controlled-foreign-company rule in Section 16 H of the Tax Assessment Act, Ligningsloven, as applying to individuals as well as estates, not only to companies. Control means owning more than 50 percent of the share capital or votes, directly, indirectly or jointly with close relatives. The rule applies where the foreign company's CFC income exceeds half of its taxable income and where the foreign tax is below three-quarters of the tax that would apply at the Danish corporate rate, which is 22 percent. At that rate, three-quarters is 16.5 percent. A single-member LLC bearing little or no US federal income tax is below that line, so the income-composition test matters.