Form a Delaware LLC from Hong Kong: Complete 2026 Guide

What makes Delaware worth a look for someone in Hong Kong: the state fee is $110 on paper ($110 online), and after that the state-level upkeep 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. The state levies 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. None of this changes your Hong Kong tax position, which sits on top of the US picture, but it does mean Delaware itself adds little friction. Among the five states we cover, Delaware is the state most recognised by US investors and lawyers.

Hong Kong traders, consultants, developers and e-commerce 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. The Hong Kong dollar is linked to the US dollar, so funding a dollar account involves little exchange-rate risk. Hong Kong taxes on a territorial basis, so the questions for an owner are about where the profit is sourced and about the American filings.

Checklist once the EIN letter arrives: (1) Operating Agreement signed and stored; (2) bank account application submitted; (3) Stripe and/or PayPal applications, subject to their own review; (4) your Delaware annual obligation ($400 flat annual franchise tax (House Bill 400, raised from $300), first billed with payments due June 1, 2027) in your calendar; (5) Form 5472 with a pro forma 1120 on the federal calendar. 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.

Choose Delaware when 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. If your priorities lean another way, compare the other four states first, because moving a Delaware LLC to another state later means dissolving it and forming a new one.

Forming from Hong Kong is a five-step job. One: choose and check the name. Two: appoint a registered agent with a physical Delaware address. Three: file the Delaware formation documents. Four: obtain the EIN, entering "Foreign" or "N/A" where Form SS-4 asks for an SSN or ITIN; by phone on 267-941-1099 it takes about 45-60 minutes, by fax or mail 4-6 weeks. Five: open the business bank account online. No US trip is needed at any point.

Delaware suits a Hong Kong founder who plans to raise US capital or sell to a US acquirer. The $400 flat annual tax is the price of familiarity, and it is easy to budget in a dollar-linked currency.

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 Hong Kong owner, the main question is where the LLC's profit is sourced, so budget for a Hong Kong adviser's view alongside the US costs.

Here is the first-year budget for a Delaware LLC owned from Hong Kong. State filing: $110 ($110 online). Registered agent: typically $100-150 a year, or included in EasyBrise Global Launch at $295 for year one ($149 a year after that). EIN: free if you apply to the IRS yourself. Bank account: usually free at Mercury or Relay. Recurring state requirement: $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. Most founders land well under $500 all-in for year one.

As a Hong Kong 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 6 p.m. to 11 a.m. Hong Kong time in US daylight time (7 p.m. to noon in US standard 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.

Hong Kong's government has said its foreign-sourced income exemption regime upholds the territorial source principle of taxation and that the regime applies only to multinational enterprise entities carrying on business in Hong Kong. Its 2022 announcement states that individuals and local companies will not be affected. That means the regime does not reach an individual who owns a US LLC. It does not decide whether the LLC's profit counts as Hong Kong-sourced, which turns on the facts of where the profit-producing work is done. Ask a Hong Kong adviser for a written view if you work from Hong Kong. The remaining compliance is American: the LLC files Form 5472 with a pro forma Form 1120 every year, with a $25,000 minimum penalty for a missed or incomplete filing.

The Hong Kong dollar is linked to the US dollar, which removes most of the currency risk from funding the LLC's account and from invoicing in dollars. You still convert when you move money, so compare the exchange rate, any wire fee and any intermediary charge at your Hong Kong bank, and keep records of each transfer in case your accountant needs to show the source of funds.

Hong Kong does not appear among the places with a US income tax treaty. In this case the gap matters little: because Hong Kong taxes only Hong Kong-sourced profit, there is usually no second tax for a treaty to relieve on the LLC's foreign business income. The rules that decide your outcome are the US rules for the LLC and for any US-source income.

Hong Kong keeps its territorial source principle, so what matters is whether profit arises in or is derived from Hong Kong. A founder who performs the work from Hong Kong, signs the contracts there and serves clients abroad should ask a Hong Kong adviser how the source of the LLC's profit is analysed, and keep records that show where the services are performed. Do not assume that having US clients settles the question.