Form a Delaware LLC from Indonesia: Complete 2026 Guide

Start with the numbers. A Delaware LLC costs $110 to file (or $110 online), and the recurring state cost 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. State tax treatment: no tax on LLC income earned outside the state, though the flat annual tax applies regardless of activity. Privacy treatment: Delaware does not require member names on the public formation certificate. For a founder in Indonesia the practical reading is that Delaware is the state most recognised by US investors and lawyers, so the question to ask is whether that trait matches how you plan to run the business.

Delaware state fees are $110 to file ($110 online where available). The other line items are the same wherever you form: a registered agent at roughly $100-150 a year, a free EIN straight from the IRS, and a free business bank account at Mercury or Relay. What differs by state is the recurring cost, and for Delaware that 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. With EasyBrise Global Launch ($295 in year one, registered agent included; $149 a year to renew) the typical first year stays well under $500.

An Indonesia-based founder should lean toward Delaware if 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. Weigh it against the other four states on cost, privacy and reporting now, since a later switch is a dissolve-and-reform exercise, not an amendment.

Indonesian developers, designers, agency owners and online sellers form US LLCs to invoice overseas clients in dollars and to hold a US business bank account. Indonesian tax residents are taxed on worldwide income, so the LLC does not move profit outside the Indonesian system. What matters most is the country's controlled-foreign-company rules for individuals, and a banking point that is unusual among the countries we cover: Indonesia appears on Mercury's prohibited-countries list.

Housekeeping for a new Delaware LLC owned from Indonesia. 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. What you do need: an Operating Agreement, a business bank account, payment-processor accounts if you will take cards, and two recurring dates, 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 annual federal Form 5472 and pro forma 1120.

Mercury's rule is based on where the founder lives, not on nationality. An Indonesian citizen who lives in another country is judged on that country, and Mercury says such a person may still be eligible after review. Relay looks at citizenship or residency of the owners. If you split your time between countries, work out which country is your residence for each bank before applying, and keep proof of it.

The IRS international EIN line (267-941-1099) answers from 6 a.m. to 11 p.m. Eastern. Jakarta and the rest of Western Indonesia are on UTC+7 all year. In US daylight time that window is 5 p.m. to 10 a.m. in Jakarta, and in US standard time it is 6 p.m. to 11 a.m. A morning call from Indonesia works in both periods. Plan on 45-60 minutes.

Nothing about Delaware formation requires you to be in the US. Your registered agent supplies the Delaware address and receives official mail, the Articles of Organization go to the Delaware Secretary of State, and the EIN comes from the IRS afterwards. Since an Indonesia resident has no SSN, Form SS-4 gets "Foreign" or "N/A" in the SSN line. The international phone line (267-941-1099) takes roughly 45-60 minutes and is the quickest route; fax and mail take 4-6 weeks.

Indonesia's controlled-foreign-company rule (Ministry of Finance Regulation PMK-93/2019) applies to Indonesian residents who hold at least 50% of the paid-up capital of a non-listed foreign company, which a sole LLC owner meets. When it applies, a deemed dividend arises in the fourth month after the end of the foreign company's fiscal year, whether or not any money was distributed. Since 2019 the rule has covered five kinds of passive income: dividends (other than from another CFC in the same chain), interest, related-party rent, royalties and certain capital gains. Active business income such as software, e-commerce or consulting is generally outside the calculation, whereas before 2019 all after-tax profit was captured. On the US side the LLC files Form 5472 and a pro forma Form 1120 every year, with a $25,000 minimum penalty for a missed or incomplete filing.

Delaware suits an Indonesian founder aiming at US investors, but investors' banks and lawyers will ask about the founder's residence and banking setup. Have the PMK-93/2019 position and the bank plan written down before a term sheet arrives.

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 an Indonesian owner, the bigger variable is not this US state cost but whether the LLC's income is passive or active under Indonesia's CFC rules, and where the founder lives for Mercury.

As an Indonesian 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 p.m. to 10 a.m. Jakarta time in US daylight time (6 p.m. to 11 a.m. 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.

The line between passive and active income is where most Indonesian founders' analysis happens. Consulting fees, software subscriptions and product sales are active business income and are generally outside the deemed-dividend calculation. Interest, royalties, related-party rent and certain capital gains are passive and inside it. If your LLC mixes the two, keep the revenue lines separate so each can be classified.