Delaware LLC compliance for Indians

Below is a concise, authoritative summary of Delaware LLC compliance points specifically focused on Indian owners (foreign owners). Use this as the research basis for the final blog/newsletter content and for practical next steps.Key Delaware- and federal-level compliance points for Indians who own/operate a Delaware LLC1) Delaware state requirements- Formation: Delaware LLCs are formed by filing a Certificate of Formation with the Delaware Division of Corporations and must maintain a registered agent in Delaware. (Delaware Division / Secretary of State guidance.)- Annual tax: All domestic and foreign LLCs, LPs and GPs formed or registered in Delaware must pay a flat annual tax of $300.00 on or before June 1 each year. LLCs do not file an annual report, but failure to pay the $300 tax by June 1 triggers a fixed penalty and interest. (Delaware Division of Corporations official instructions.)2) Federal (IRS) requirements that commonly affect foreign (Indian) owners- EIN: A Delaware LLC needs an Employer Identification Number (EIN) for banking, payroll and federal filings. Foreign owners without a U.S. TIN cannot use the IRS online EIN application; international applicants can obtain an EIN by calling the IRS international number (267-941-1099) or by filing a completed Form SS-4 by mail/fax per SS-4 instructions. SS-4 instructions also explain how to describe a disregarded entity requesting an EIN (e.g., “Foreign-owned U.S. disregarded entity–Form 5472”).- Form 5472 + pro forma Form 1120 for foreign-owned single-member LLCs: A U.S. single-member LLC that is wholly owned by a foreign person (i.e., a foreign-owned U.S. disregarded entity) must file Form 5472 to report reportable transactions with related parties and must attach Form 5472 to a pro forma Form 1120 (only basic identifying items required). This reporting is required even if the LLC had no US-source income. Penalties for failing to file Form 5472/required information can start at $25,000 per failure, with additional penalties for continued noncompliance.3) FinCEN / Beneficial Ownership Information (BOI) reporting- As of March 26, 2025, FinCEN published an interim final rule that revised the BOI reporting scope: entities formed in the U.S. (domestic entities) are generally exempt, while the reporting requirement now focuses on certain foreign entities that have registered to do business in the U.S. (the rules and deadlines for foreign reporting companies differ; check FinCEN regularly for updates and any transitional deadlines). If your Delaware LLC is a domestic entity (formed in the U.S.), BOI reporting to FinCEN is not required under the interim rule, but this area has seen litigation and regulatory updates—confirm current status before assuming exemption.4) Practical operational items relevant to Indian owners- Banking / KYC: U.S. banks (and fintech banks used by nonresidents) will require an EIN and identity documents for beneficial owners; some banks also require U.S. mailing address or additional due diligence. Expect to provide company formation documents, operating agreement, and an EIN to open business bank accounts.- U.S. tax filing: Even with no U.S. income, foreign-owned single-member LLCs must file the pro forma Form 1120 + Form 5472 (and obtain an EIN first). If the LLC earns U.S.-source or effectively connected income (ECI), additional filings and taxes may apply.- India-side compliance: Forming and funding a U.S. LLC from India can trigger RBI/FEMA Overseas Direct Investment (ODI) reporting and other Indian disclosures (Schedule FA in Indian tax returns, reporting foreign bank accounts, and potential Black Money Act thresholds). Confirm RBI/FEMA and Indian tax reporting obligations with an Indian advisor before moving funds from India.5) Penalties & timing to prioritize- Delaware annual tax: $300 due June 1; missing the payment results in fixed penalty plus interest. (Delaware Division of Corporations.)- Form 5472/IRS: $25,000 penalty for failure to timely file Form 5472 (more if not corrected); file pro forma Form 1120 with 5472 by the due date of the 1120 (generally April 15 for calendar-year owners; Form 7004 used to request extension). (IRS instructions for Form 5472 and Form SS-4.)6) Recommended immediate checklist for Indian owners of Delaware LLCs- Keep a registered agent in Delaware and save your File Number / formation documents.- Pay Delaware $300 LLC annual tax by June 1 every year (set a recurring reminder or enroll with a filing agent).- Obtain an EIN (use SS-4 by fax/mail or call IRS international EIN line if no U.S. TIN).- Track and document all transfers between you (or your foreign company) and the LLC—capital contributions, loans, reimbursements, distributions—because these can be reportable transactions on Form 5472.- If 100% foreign-owned single-member LLC, prepare to file pro forma Form 1120 + Form 5472 even if you had zero U.S. revenue.- Check FinCEN BOI guidance for your specific situation (most domestic Delaware companies are currently exempt as of March 26, 2025 interim final rule, but the rule and litigation context may change). If your foreign company registered to do business in the U.S. (i.e., a foreign entity qualified in a state), BOI deadlines and filing rules may apply.- Check Indian ODI/FEMA rules and report investments and foreign bank accounts as required by Indian regulators and tax authorities.Sources (authoritative): see citations below. Use these pages for exact wording, official forms, links to e-filing/pay portals, and current deadlines.