Form a Delaware LLC from Nepal: Complete 2026 Guide

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

Nepali freelancers, developers, consultants and online sellers form US LLCs to invoice international clients in dollars, hold a US business account and present a domestic US vendor to American customers. A Nepali resident is taxed on income from any source, and Nepal has rules on investing abroad, so funding and reporting are as important as the US formation. Banking also differs from most countries because of Mercury's country restriction.

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.

The IRS international EIN line (267-941-1099) answers from 6 a.m. to 11 p.m. Eastern. Nepal is on UTC+5:45 all year with no daylight saving. In US daylight time that window is 3:45 p.m. to 8:45 a.m. Nepal time, and in US standard time it is 4:45 p.m. to 9:45 a.m. Call in your evening and plan on 45-60 minutes, and the IRS fax or mail route takes 4-6 weeks.

A Nepali 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 Nepali budget.

For a Nepal-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.

Budgeting for a Delaware LLC from Nepal? 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 a business bank account is usually free at banks that accept your country (check Mercury's and Relay's published lists). 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.

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 Nepali owner, Nepal taxes residents on income from any source and restricts outward investment, so budget for a Nepali adviser's view on funding and reporting.

As a Nepali 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 3:45 p.m. to 8:45 a.m. Nepal time in US daylight time (4:45 p.m. to 9:45 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.

A Nepali law firm's note from December 2025 says Nepal's Act Restricting Investment Abroad was relaxed so that any Nepali company may invest up to USD 20,000 abroad without prior Nepal Rastra Bank approval, with larger amounts subject to approval. The note covers companies and does not address individuals, registration or repatriation. Ask a Nepali lawyer how the rules apply to you before you send money to fund a US LLC, and keep records of every transfer.

The Income Tax Act 2058 text we reviewed makes a resident person's income from employment, business or investment assessable irrespective of the place of its source, while a non-resident is taxed only on Nepal-source income. An individual is resident if their normal abode is in Nepal or they have lived there for 183 days or more in a continuous 365-day period. A foreign-source loss may be deducted only against that person's foreign-source income. The excerpt we read contains no controlled-foreign-company rule, but the Act gives the Department general powers to adjust arrangements between associated persons and to disregard tax-avoidance arrangements. Ask a Nepali adviser how an LLC's profit is reported and whether a foreign tax credit applies.

The excerpt of the Act we reviewed contains no controlled-foreign-company rule. It does contain general anti-avoidance provisions allowing the Department to adjust arrangements between associated persons, divide income, or disregard tax-avoidance arrangements. The excerpt was incomplete, so ask a Nepali adviser to confirm whether any later rule or directive applies to a foreign LLC owned by a resident.