Form a Delaware LLC from Thailand: 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 Thailand-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 Thailand the whole first year typically comes in well under $500.

Thai freelancers, developers, agency owners and online sellers form US LLCs to invoice international clients in dollars and to hold a US business bank account. Thai tax residents, which includes anyone who spends 180 days or more in Thailand in a tax year, are taxed on foreign income when it is brought into Thailand. That remittance rule changed from January 1, 2024, and it is the single most important Thai-side point for a US LLC owner.

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.

Thai tax residence turns on presence: a person who stays in Thailand for periods totalling 180 days or more in a tax year is treated as resident. Founders who travel between countries should keep a simple record of days spent in Thailand, because whether you are resident in a given year decides whether the remittance rule applies to money you bring in during that year.

The IRS international EIN line (267-941-1099) answers from 6 a.m. to 11 p.m. Eastern. Thailand is on UTC+7 all year with no daylight saving. In US daylight time that window is 5 p.m. to 10 a.m. Thai time, and in US standard time it is 6 p.m. to 11 a.m. A morning call from Thailand works in both periods. Plan on 45-60 minutes.

Delaware suits a Thai founder aiming at US investors. The flat $400 annual tax is easy to budget, and investors may ask how the founder's Thai tax position works, so have your adviser's view on remittance written down.

Here is how Delaware formation works for someone in Thailand. 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.

Under Revenue Department instruction Por. 161/2566, issued in September 2023, foreign-sourced income of a Thai tax resident is subject to Thai personal income tax when it is brought into Thailand, regardless of the year in which it was earned. Before the change, income remitted in a later calendar year was exempt under a 1987 interpretation, and that exemption no longer applies for amounts brought in from January 1, 2024. In practice this means the timing and character of withdrawals from the LLC matter, and a Thai tax adviser should map them before you start. On the US side the LLC files Form 5472 and a pro forma Form 1120 every year, with a $25,000 minimum penalty for a missed or incomplete filing.

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

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 Thai owner, the bigger variable is not this US state cost but Thailand's remittance rule, under which foreign income is taxed when it is brought into Thailand.

Mercury and Relay test eligibility differently, which matters if you hold more than one passport. Mercury's prohibited-countries list is based on country of residence, not citizenship, and a citizen of a listed country who lives elsewhere may still be eligible after review. Relay's list looks at the citizenship or residency of the owners. Thailand is on neither list. If you hold another passport or live elsewhere, check that country against both lists first.