Delaware compliance for international coaches

I performed targeted searches of Delaware state resources and federal guidance to collect the authoritative, up-to-date compliance requirements that affect international (foreign) coaches who form or own Delaware business entities (LLCs or corporations). Key findings and practical guidance are summarized below for use in a comprehensive blog and newsletter content: Summary of key Delaware-specific compliance items for international coaches - Formation and ownership: Delaware permits non‑U.S. persons to form and own Delaware corporations and LLCs; no residency/citizenship requirement. Appoint and maintain a Delaware registered agent with a Delaware street address. (Delaware Division of Corporations resources.) - Annual LLC/LP/GP tax: All domestic and foreign LLCs, LPs and GPs formed or registered in Delaware must pay an annual flat tax of $300.00 on or before June 1 each year; no LLC annual report is required. Penalties are $200 plus interest at 1.5% per month for late payment. (Delaware Division of Corporations) - Corporations: Delaware corporations must file an Annual Report and pay franchise tax; foreign corporations have an Annual Report due (Delaware pages). (See state franchise/annual report guidance.) - Foreign qualification: Entities formed outside Delaware that will “do business” in Delaware must file for foreign qualification (Certificate of Authority) and pay the applicable filing fee. Activities that trigger doing business include having a physical presence, employees, accepting orders, owning property in Delaware, etc. (State guidance / Business First Steps.) - Business licenses and state taxes: If the company is “doing business” in Delaware, it may need Delaware Division of Revenue business licensing/registration (One Stop Business Licensing) and may be subject to Delaware gross receipts taxes depending on the activity. Delaware has no state sales tax (important for service providers, but sales tax rules of customers’ states still matter). (State business licensing guidance and Delaware-focused business resources.) Federal compliance and tax considerations for foreign owners - Beneficial Ownership Information (BOI) / Corporate Transparency Act: FinCEN’s BOI rule changed in 2025 (interim final rule). As of the March 2025 interim final rule, FinCEN removed the requirement for U.S. domestic entities (U.S. companies and U.S. persons) to report BOI; the rule now focuses on certain foreign entities that register to do business in U.S. jurisdictions. Deadlines differ for affected foreign reporting companies (for example, certain reporting companies registered before March 26, 2025 had an April 25, 2025 deadline). International coaches must check whether their entity is a “reporting company” under the current FinCEN rule and, if so, comply with the BOI filing deadlines. (FinCEN BOI pages and FAQs.) - IRS reporting for foreign-owned U.S. disregarded entities (DEs): A U.S. domestic disregarded entity that is wholly owned by a foreign person (a foreign-owned U.S. DE) is subject to special IRS information reporting: it generally must file Form 5472 and attach a pro‑forma Form 1120 (even if it has no U.S. income). Form 5472 is filed with the entity’s U.S. tax return (the pro‑forma 1120 in the case of a foreign-owned U.S. DE). There are strict recordkeeping and timing obligations (due date and penalties for failure to file). This applies even if the Delaware LLC has minimal U.S. activity. (IRS Form 5472 instructions and related IRS guidance.) - EIN and ITIN: Foreign owners typically must obtain an Employer Identification Number (EIN) for the Delaware entity. If the responsible party is foreign and has no SSN/ITIN, the SS-4 instructions describe mailing/fax filing procedures and timeframes; the online EIN application is generally unavailable when the responsible party has no SSN/ITIN. (IRS SS-4 instructions.) - Withholding and U.S. tax: If the entity has U.S.-source income or conducts a U.S. trade or business (effectively connected income), the foreign owner may have U.S. tax filing obligations (Form 1040-NR for individuals engaged in U.S. trade/business; Forms 1042/1042-S for withholding on U.S.-source payments to foreign persons). Form classification (disregarded entity, partnership, or corporation) affects filing obligations. International coaches must assess whether their activities create U.S. source or effectively connected income and consult a U.S. tax advisor. (IRS guidance on nonresident taxation and withholding.) Practical checklist and recommended next steps for international coaches 1) Decide entity type (Delaware LLC is common for coaching businesses). Consider liability, tax classification, investor needs, and banking access. 2) Appoint a Delaware registered agent immediately (required to form and remain in good standing). Maintain a U.S. business address where practical for banks and vendors (do not use the registered agent address as your business operations address unless appropriate). 3) Obtain EIN (complete Form SS‑4). If you or the responsible party have no SSN/ITIN, use the SS‑4 fax/mail process per IRS instructions and plan for processing lead time. 4) File BOI with FinCEN if your entity meets the current FinCEN definition of a reporting company (confirm whether your domestic Delaware entity is exempt under the March 2025 IFR). If applicable, meet the BOI filing deadlines and retain documentation of timely efforts. 5) Comply with Delaware annual obligations: pay the $300 LLC/LP/GP tax by June 1 (or file and pay the corporation franchise tax and annual report by the corporation deadline). Track penalties and interest policies. 6) Assess federal information returns: If the LLC is a foreign-owned U.S. DE, prepare to file Form 5472 with a pro‑forma Form 1120 (even if no U.S. taxable income) and keep detailed transaction records showing any related‑party transactions. 7) Determine whether you are “doing business” in Delaware or other U.S. states; if so, foreign‑qualify in Delaware (or other states), obtain any necessary Delaware business licenses, register for state tax accounts if required, and consider nexus-based sales tax registrations elsewhere for clients in other states. 8) Open a U.S. business bank account (banks have their own KYC rules; EIN and formation docs are necessary; some banks require in‑person ID verification). 9) Hire a U.S. CPA/tax adviser and an attorney experienced with foreign-owned U.S. entities—especially for Form 5472, BOI, withholding, and cross-border tax treaty questions. Next steps I took (research methodology) - Collected authoritative Delaware state guidance (Division of Corporations pages for LLC/LP/GP tax instructions and franchise/annual report guidance, and Business First Steps/foreign qualification guidance). - Collected FinCEN BOI official pages and FAQs including the March 2025 interim final rule and BOI filing deadlines. - Collected IRS authoritative guidance: Form 5472 instructions and Form SS‑4 (EIN) instructions. - Supplemented with reputable practice guides for foreign entrepreneurs to ensure practical steps (formation, registered agent, banking) while prioritizing official sources above commercial providers. If you want, I can now convert this research into: (a) a long-form SEO blog post (2,000+ words) tailored to international coaches with step-by-step compliance guidance, template checklists, and sample language for operating agreements; (b) a newsletter draft using the provided newsletter_subject and template; and (c) a short downloadable compliance checklist and timeline for a foreign coach forming a Delaware LLC. Tell me which outputs you want and any tone or length preferences, and I will produce them using the gathered, cited sources.