Form a Delaware LLC from Portugal: Complete 2026 Guide

What makes Delaware worth a look for someone in Portugal: 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 Portugal 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.

Portuguese 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. Portugal is in the euro area, so a Portuguese owner funds the LLC with an ordinary international transfer in euros converted to dollars. A Portuguese tax resident is taxed on worldwide income, so the main questions concern how Portugal treats the income and whether any special regime applies to you.

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 Portugal 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.

A Portuguese 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 Portuguese 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 Portuguese owner, the state fee is small beside the question of how Portugal treats the LLC's income, so plan for a written view from a Portuguese accountant before you form.

Here is the first-year budget for a Delaware LLC owned from Portugal. 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 Portuguese 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 11 a.m. to 4 a.m. Portuguese time for most of the year (the gap shrinks to four hours for a few weeks when US and European clock changes fall on different dates). 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 comprehensive income tax treaty between the United States and Portugal has been in force since the mid-1990s. It covers dividends, interest, royalties and tie-breaker rules for residency. 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. It becomes more relevant if the LLC receives US-source income.

Many founders form the LLC first and move to Portugal later. The LLC and its US filings do not change when you move, but your Portuguese tax position does from the day you become resident. Raise the LLC with a Portuguese accountant before the move rather than after, so that any rule affecting foreign entities, and any choice about special regimes, is dealt with at the right time.

A person who is tax resident in Portugal is taxed on worldwide income. The Non-Habitual Resident regime stopped accepting ordinary new applications from 2024, and the narrower IFICI regime, often called NHR 2.0, replaced it. IFICI is aimed at listed high-value activities such as scientific research, qualified jobs in certified innovation projects and highly qualified roles, and pensions and passive income such as dividends generally fall outside it. Do not assume a freelancer with a US LLC qualifies. Portugal also has controlled-foreign-company rules in its corporate tax code, so ask a Portuguese adviser how your own structure is treated and ask for the answer in writing.

IFICI applies a flat 20 percent rate to qualifying employment and self-employment income and exempts most foreign-source income, but only if you carry on one of the listed activities and keep performing it. Pensions and passive income such as dividends and rent generally fall outside it. A founder running an e-commerce store or a general consulting practice through a US LLC should not assume the regime applies without checking the list.