Form a Delaware LLC from Vietnam: Complete 2026 Guide

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

Vietnamese software developers, designers and online sellers form US LLCs to invoice overseas clients in dollars and to hold a US business bank account. Vietnamese tax residents are taxed on worldwide income, so the LLC does not move profit outside the Vietnamese system. Two points set Vietnam apart from most countries we cover: there is no US-Vietnam income tax treaty in force, and funding a foreign LLC is treated as an outbound investment under Vietnamese foreign-exchange rules.

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.

Mercury's rule is based on where the founder lives, not on nationality. A Vietnamese citizen who lives in another country is judged on that country, and Mercury says such a person may still be eligible after review. Relay looks at citizenship or residency of the owners. If you split your time between countries, decide which country is your residence for each bank before applying, and keep proof.

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

For a Vietnam-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 Vietnamese founder planning to raise US capital. The $400 flat annual tax is easy to budget, but investors will ask how the LLC was funded under Vietnam's outbound-investment rules, so have the registration papers ready.

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 Vietnamese owner, the bigger variable is not this US state cost but the outbound-investment and foreign-exchange rules, and the fact that Mercury will not open accounts for founders living in Vietnam.

Budgeting for a Delaware LLC from Vietnam? 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 Vietnamese 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. Vietnamese 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.

Vietnam has no controlled-foreign-company regime, so owning 50% or more of a foreign company does not by itself trigger deemed-dividend attribution. Tax applies when income is actually distributed rather than as the LLC earns it, and foreign dividends received by a Vietnamese tax resident are typically taxed at a flat 5% under the personal income tax rules. A new Personal Income Tax Law, 109/2025/QH15, took effect on July 1, 2026, so check the current position with a Vietnamese adviser. 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.

Vietnam treats capitalizing a foreign LLC as a commercial outbound investment, not a personal transfer, whatever the amount. Decree 103/2026/ND-CP, effective April 3, 2026, replaced the earlier outbound-investment decree. Projects under about VND 7 billion (roughly USD 280,000) in non-conditional sectors are exempt from the Outbound Investment Registration Certificate, but State Bank of Vietnam foreign-exchange registration is still required, and funds should move through an offshore investment capital account rather than a personal transfer. More procedural guidance is expected during 2026.