Form a Delaware LLC from Panama: Complete 2026 Guide

Delaware is a common choice for Panamanian 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 Panama 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 Panama 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.

Panamanian freelancers, 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. Panama taxes on a territorial basis, so only income with a Panamanian source is inside its tax base. That makes the country one of the simplest home jurisdictions for a US LLC owner: the questions are mainly about proving the income is foreign-source and about the American filings.

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 IRS international EIN line (267-941-1099) answers from 6 a.m. to 11 p.m. Eastern. Panama is on UTC-5 all year with no daylight saving. In US daylight time that window is 5 a.m. to 10 p.m. Panamanian time, and in US standard time the two clocks match, 6 a.m. to 11 p.m. Any daytime call is comfortable. Plan on 45-60 minutes.

The steps are the same for any Panama-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.

Delaware suits a Panamanian founder who plans to raise US capital or sell to a US acquirer. The $400 flat annual tax is the price of familiarity, and since Panama adds no tax on foreign-source income it is easy to 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 Panamanian owner, Panama taxes only Panama-source income, so these US costs and the federal filings are the main recurring items, provided your clients and work are outside Panama.

As a Panamanian 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 a.m. to 10 p.m. Panamanian time in US daylight time (6 a.m. to 11 p.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.

Panama's Law 526 of May 2026 introduced economic-substance rules for foreign-source passive income. Those rules are entity-level and aimed at Panamanian entities in multinational groups. They do not apply to an individual who personally owns a foreign LLC. It is still worth asking a Panamanian adviser to confirm that your own structure sits outside them, and to keep that confirmation on file, because the law is new.

Under Panama's territorial system, income earned from activity outside Panama, including business profits, dividends, interest and capital gains, sits outside the Panamanian tax base, and there is no controlled-foreign-company regime attributing an LLC's undistributed profit to a Panamanian resident owner. Income with a Panamanian source stays taxable, so the source of each client and each service matters. The compliance that remains 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.

Panama and Paraguay are both territorial: foreign-source income is outside the tax base in each. The difference is in the detail you must prove. In Panama the test is whether income has a Panamanian source, so keep contracts and invoices that show clients and services outside the country. In either country the US filings are the same, and the 0% home result does not remove them.