Delaware is the most popular US state for LLC formation among Canadian entrepreneurs. Its established business law, Court of Chancery, and global recognition make it the default choice for tech startups, SaaS companies, and businesses seeking US investors. Here's everything Canadians need to know about forming a Delaware LLC.
Why Canadians Choose Delaware
Delaware is home to over 1.5 million registered businesses, including most Fortune 500 companies. The reasons Canadians choose Delaware:
- Court of Chancery: Specialized business court with centuries of precedent — favored by US investors
- Flexible LLC Act: Delaware's LLC statute is the most flexible in the US
- No state income tax: For LLCs not operating in Delaware, no Delaware corporate income tax
- Investor credibility: US VCs and angel investors often require Delaware entities
- Privacy: No public disclosure of members or managers
Delaware LLC Formation Steps for Canadians
1. Choose your LLC name (must include 'LLC' and be unique in Delaware)
2. Appoint a registered agent (required — annual cost $50–150)
3. File Certificate of Formation with Delaware Secretary of State (~$90 fee)
4. Get EIN for your LLC from IRS (free)
5. Get ITIN through ITIN Plus ($99, 8–14 weeks)
6. Open US bank account with LLC docs + EIN
7. File Form 5472 annually with your ITIN as the foreign owner identifier
Annual Costs of a Delaware LLC
Delaware requires an annual franchise tax on all LLCs: $300/year flat, due June 1. Plus your registered agent fee ($50–150/year). Total annual overhead: approximately $350–450/year. Unlike Delaware corporations, LLCs pay a flat $300 regardless of revenue or assets — making it affordable even for small Canadian businesses.
ITIN Plus for Canadian Delaware LLC Owners
$99, 8–14 weeks, IRS Certified Acceptance Agent. Your ITIN identifies you as the Canadian owner on Form 5472, protects you from the $25,000 failure-to-file penalty, and enables proper beneficial ownership documentation for your US bank. Email apply@itinplus.com.
Frequently Asked Questions
Why do Canadians prefer Delaware for LLC formation?
Delaware's Court of Chancery, flexible LLC statute, established business law precedent, and credibility with US investors make it the default choice for Canadian startups and e-commerce businesses seeking a US presence.
How much does a Delaware LLC cost for Canadians?
Formation: ~$90 (state fee) + registered agent setup. Annual: $300 Delaware franchise tax + $50–150 registered agent fee. Total first year: typically $450–600 depending on your registered agent.
Does a Canadian Delaware LLC need an ITIN?
Yes. As the Canadian owner of a US LLC (single-member, treated as a disregarded entity), you must file Form 5472 annually with your ITIN identifying you as the foreign owner. Failure to file results in a $25,000 automatic penalty.
How long does it take to get an ITIN?
8–14 weeks from the IRS submission date. Apply through ITIN Plus for $99.
Can I operate a Delaware LLC from Canada?
Yes. Delaware LLCs can be managed and operated from anywhere. The LLC has a registered agent with a Delaware address for legal purposes. Your management, operations, and banking can be done entirely from Canada.