Form a Delaware LLC from Romania: Complete 2026 Guide

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

Romanian 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. Romania is an EU member but uses the leu, so a Romanian owner funds the LLC with an ordinary international transfer in lei converted to dollars. The questions for a founder in Romania are mostly about the Romanian tax position and about how the LLC compares with a local company.

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.

For a Romania-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.

For 2026, secondary sources report that Romania raised its dividend tax from 10 percent to 16 percent, and that the micro-enterprise regime now has a single 1 percent turnover rate with a revenue cap of 100,000 euro and a requirement for at least one employee. Confirm the current figures with ANAF or a Romanian accountant before you rely on them. They matter because profit you bring home personally from an LLC may be taxed at the dividend rate, so compare the whole path from LLC profit to personal income rather than one rate.

A Romanian 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 Romanian 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 Romanian owner, the state fee is small beside the Romanian dividend tax and the question of how Romania treats the LLC, so plan for a written view from a Romanian accountant before you form.

Budgeting for a Delaware LLC from Romania? 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 Mercury or Relay accounts are usually free. 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.

As a Romanian 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 1 p.m. to 6 a.m. Romanian time for most of the year (the gap shrinks to six 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 Romania has been in force since 1974. 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.

Romania's rules on controlled foreign companies came in with the EU Anti-Tax Avoidance Directive on 1 January 2018. As reported by Deloitte, they apply to Romanian corporate income taxpayers that control a foreign company, with control meaning a holding of at least 50 percent of capital or profit rights, so they are written for companies and not for an individual who owns a US LLC directly. That is a reading of the corporate rules and not a clearance of your structure. A Romanian resident is taxed on worldwide income, so ask a Romanian accountant for a written view on the LLC and on how profit you bring into Romania is taxed.

A Romanian freelancer has a domestic alternative in the micro-enterprise company, and the comparison with a US LLC is not only about the headline rate. The employee requirement, the revenue cap and the dividend tax on profit drawn out all shape the answer. An LLC makes most sense when your clients are international, you want a US bank account and a US vendor identity, and a Romanian adviser has confirmed how the income is taxed at home.