Form a Delaware LLC from Uruguay: Complete 2026 Guide

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

Uruguay has long been known for taxing mainly income earned inside its borders, which is why foreign-income structures attract attention there. Freelancers, software developers and online sellers in Uruguay form US LLCs to invoice in dollars and keep a US business bank account. The ground has shifted in 2026: a reform now reaches foreign income held through non-resident entities, so the old assumption that foreign-source income is simply outside the Uruguayan system should be re-tested before you form.

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.

The IRS international EIN line (267-941-1099) answers from 6 a.m. to 11 p.m. Eastern. Uruguay stays on UTC-3 all year. While the US is on daylight time that window is 7 a.m. to midnight Uruguayan time; in US standard time it is 8 a.m. to 1 a.m. Daytime calls are comfortable in both periods. Expect about 45-60 minutes on the line.

The shift is from a system that largely left foreign-source income alone to one that now reaches foreign income earned through non-resident entities, at 12%, when it falls outside the exemption regime. Law 20.446 and Resolution 1.517/2026 are the texts to ask your adviser about, and the tax-holiday threshold of roughly USD 2 million is the figure that separates smaller structures from larger ones. Guidance written before 2026 should not be relied on without checking.

For a Uruguay-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.

Delaware suits a Uruguayan founder aiming at US investors. The $400 flat annual tax is easy to budget, and an investor's lawyer will want to see how the Uruguayan side treats the entity under the new reform.

Ask your Uruguayan adviser three things before you form. Does your LLC fall within the exemption regime or the roughly USD 2 million tax holiday threshold, or does the 12% rate apply? How does Resolution 1.517/2026 define the non-resident entity and the income it covers? And how will US tax already paid be recognised? Because the reform is new, get the opinion in writing and date it.

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 Uruguayan owner, the bigger variable is not this US state cost but whether the 2026 reform's 12% rate reaches your income.

Budgeting for a Delaware LLC from Uruguay? 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 Uruguayan 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 7 a.m. to midnight Uruguayan time in US daylight time (8 a.m. to 1 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.

Under the 2026 reform (Law 20.446, with Resolution 1.517/2026), foreign income earned through non-resident entities that falls outside the exemption regime is taxed at 12%. The tax-holiday threshold in the regime was raised to roughly USD 2 million. In plain terms, a small LLC may sit inside the exemption or the holiday while a larger one does not, and the answer depends on the entity's income and your residency position. Because the rules are new, ask a Uruguayan adviser for a current opinion rather than relying on earlier guidance. 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.