Form a Delaware LLC from Kazakhstan: Complete 2026 Guide

Delaware is a common choice for Kazakhstani founders who want a US LLC without moving to the US. Filing costs $110 by mail ($110 online where available), and the yearly state obligation 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. Delaware has no tax on LLC income earned outside the state, though the flat annual tax applies regardless of activity, which keeps state-level compliance simple, although what Kazakhstan does with the LLC's profits is a separate question. On privacy: Delaware does not require member names on the public formation certificate. In short, Delaware is the state most recognised by US investors and lawyers.

Forming in Delaware costs $110 in state fees ($110 online where available). Add a registered agent, which every state requires and which typically runs $100-150 a year, a free IRS EIN application, and a US business bank account that is usually free with Mercury or Relay. Ongoing state cost: $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. EasyBrise's Global Launch plan is $295 for year one including a registered agent, then $149 a year to renew, so most founders in Kazakhstan budget well under $500 for the first year, state fee included.

Delaware tends to be the right fit 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. Compare it with the other four states on cost, privacy and reporting before filing; switching states later means dissolving and re-forming rather than a simple amendment.

Founders in Kazakhstan, including 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. A founder in Kazakhstan funds the LLC from tenge converted to dollars. Kazakhstan has controlled-foreign-company rules that reach resident individuals and were updated for 2026, so the Kazakh tax analysis is the main task.

After your Delaware LLC and EIN are in place: sign an Operating Agreement (banks and payment processors ask for it even where the state doesn't), skip BOI reporting because FinCEN's rule in force since August 14, 2026 permanently exempts all US-formed LLCs, open the bank account, apply to Stripe or PayPal (each runs its own eligibility review), and put your Delaware annual obligation ($400 flat annual franchise tax (House Bill 400, raised from $300), first billed with payments due June 1, 2027) plus the federal Form 5472 and pro forma 1120 deadline in your calendar.

The steps are the same for any Kazakhstan-based founder: pick a name, file Articles of Organization with the Delaware Secretary of State (yourself or through your registered agent), appoint a registered agent with a physical Delaware address, then apply for an EIN. You have no US Social Security Number, so on Form SS-4 you enter "Foreign" or "N/A" in that field. The phone route (267-941-1099, international callers) usually takes 45-60 minutes on the line; fax or mail takes 4-6 weeks. With the EIN in hand you apply for a US business bank account remotely.

KPMG reports that Kazakhstan's Ministry of Finance Order No. 579 approved a whitelist of 40 jurisdictions not treated as having preferential tax regimes, applying from 1 January 2026 through 31 December 2027, and that Order No. 536 introduced new CFC forms from 1 January 2026, including a form for declaring CFC shareholdings. A PwC alert says the list fell from 43 to 40 jurisdictions in 2025, with Ireland among those removed. Ask an adviser to check the current list and whether the forms apply to you.

A Kazakhstani 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 Kazakh 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 Kazakhstani owner, the controlled-foreign-company rules and the 2026 whitelist decide the home-country result, so budget for a Kazakh adviser's written view alongside the US costs.

As a Kazakhstani 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 4 p.m. to 9 a.m. Kazakh time in US standard time (3 p.m. to 8 a.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.

Kazakhstan 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 in practice because there is usually no US federal income tax for it to reduce, and it does not by itself remove the Kazakh controlled-foreign-company question.

Morgan Lewis describes Kazakhstan's controlled-foreign-company rules as covering resident individuals and legal entities that hold a substantial participation, meaning 25 percent or more of the voting shares or control as defined under international financial reporting standards, directly, indirectly or constructively. Under the version it describes, the foreign entity must be subject to income tax of at least 10 percent or be registered in a tax haven. Since then Kazakhstan has issued new CFC forms and, by KPMG's report, a Ministry of Finance whitelist of 40 jurisdictions for 2026 and 2027, with listed jurisdictions needing a treaty in force and a corporate rate above 75 percent of Kazakhstan's. We could not confirm whether the United States is on the whitelist or how it applies to a zero-tax LLC, so ask a Kazakh adviser before you rely on any exemption.

In the version Morgan Lewis describes, the CFC rules applied irrespective of tax preferences, so a company in a treaty country could still be a CFC if it paid income tax below 10 percent. A draft would have excluded treaty-country entities and moved to a nominal rate test above 15 percent. A non-resident-owned LLC earning only non-US-source income usually owes no US federal income tax, which is exactly the situation these tests were written to catch, so do not assume that being in the United States protects you.