Form a Delaware LLC from Sweden: Complete 2026 Guide

Delaware in one paragraph: $110 to file ($110 online), then $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 each year. The state imposes 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. For a Sweden-based owner the state choice mainly decides cost, privacy and paperwork, not your home-country tax result. If investor familiarity and a well-known legal framework is what you are optimizing for, Delaware deserves a close look.

The cost side of a Delaware LLC: $110 state fee ($110 online), a registered agent at typically $100-150 per year, a free IRS EIN, and a bank account that is usually free. Annual state requirement in Delaware: $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. If you use EasyBrise, Global Launch is $295 for year one (registered agent included) and $149 per year after, and for a founder in Sweden the whole first year typically comes in well under $500.

Swedish 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. Sweden is an EU member but uses the krona, so a Swedish owner funds the LLC with an ordinary international transfer in kronor converted to dollars. For a founder in Sweden the central question is Chapter 39a of the Income Tax Act, which taxes Swedish owners of low-taxed foreign entities.

Delaware fits 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. Check the comparison table above before you commit, as switching later is not a simple amendment: the Delaware LLC would be dissolved and a new one formed elsewhere.

Your Delaware LLC exists once the state accepts the filing, but it is only ready to trade after these steps: sign the Operating Agreement; get the bank account open; apply for payment processors; 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. On BOI: FinCEN's rule in force since August 14, 2026 permanently exempts all US-formed LLCs, so there is nothing to file there.

Here is how Delaware formation works for someone in Sweden. File the Articles of Organization with the Delaware Secretary of State, using a registered agent's physical Delaware address. Request your EIN from the IRS, writing "Foreign" or "N/A" in place of an SSN (phone: 267-941-1099, about 45-60 minutes; fax or mail: 4-6 weeks). Then apply for Mercury or Relay online. Every step can be done remotely.

A Swedish 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 Swedish budget.

Sweden does not exempt trading income from its controlled-foreign-company rules. A founder who sells services or software through an LLC cannot argue that the income is active and therefore outside the regime. Sweden does give a credit for foreign tax paid by the entity, which matters mainly if the LLC owes US tax on US-source income.

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 Swedish owner, the controlled-foreign-company question outweighs every state fee, so budget for a written opinion from a Swedish adviser alongside the US costs.

The second Swedish test treats income as low-taxed if it is untaxed or taxed more than 55 percent below the Swedish corporate rate. With a corporate rate of 20.6 percent, secondary sources put the cut-off at about 11.33 percent. A single-member LLC owned by a non-US resident and earning only non-US-source income usually owes no US federal income tax, so the US result alone does not settle the low-tax test. Your adviser has to apply the Swedish calculation to your actual figures.

As a Swedish 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 noon to 5 a.m. Swedish time for most of the year (the gap shrinks to six hours when US and European clock changes fall on different dates for a few weeks). 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 Sweden 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.

Sweden's controlled-foreign-company rules in Chapter 39a of the Income Tax Act cover Swedish shareholders, whether individuals or companies. The first condition is a holding of 25 percent or more of the capital or votes in a foreign legal entity at the end of the year, which a sole owner meets. The second is that the income is untaxed or taxed at a rate more than 55 percent below the Swedish corporate rate. At the 20.6 percent corporate rate that puts the cut-off at about 11.33 percent. Sweden has no exemption for active trading income, although a credit is given for foreign tax paid by the entity. A whitelist and an exemption for EEA entities with real activity exist, so ask a Swedish adviser whether either applies to a US LLC.