Delaware LLC for Brazilians: Complete Guide 2026

A Brazilian can open a Delaware LLC without traveling and without U.S. residency. The state charges US$ 400 per year, and an LLC with a foreign member files Form 5472 with the IRS. In Brazil, the Receita Federal treats a Brazilian's transparent LLC as a privileged tax regime, with profit taxed every December 31.

Delaware is chosen for its legal reputation and for banks' and investors' familiarity with the state. It is not the cheapest option and it does not reduce the tax of someone who lives in Brazil. This guide shows the full path and what changes on each side.

Why do Brazilians choose Delaware?

For legal certainty and for its reputation among banks and investors. Delaware has the most widely used corporate law in the US and a court specialized in business disputes, the Court of Chancery. For anyone planning to raise investment, have partners or sell the company, this weighs more than the annual fee. For anyone who only wants to hold investments, Wyoming usually costs less.

The fees come from official sources: Delaware Division of Corporations and Wyoming Secretary of State. The full comparison is in Wyoming or Delaware LLC.

LLC or corporation?

For a Brazilian who will invest or provide services, almost always an LLC. A single-member LLC owned by a foreigner is, by default, a disregarded entity: the IRS ignores the company for income tax and looks to the owner (IRS - Single Member LLC). Without business activity in the US, as a rule the foreign owner does not pay U.S. federal income tax on the LLC's profit.

A corporation (C-Corp) is taxed as a company in the US and makes sense mainly when there are U.S. investors or a fundraising plan. The choice changes taxation in both countries and must be made before registration.

How do you open a Delaware LLC, step by step?

1. •Diagnosis. Define the goal (investing, receiving from clients, raising capital), who the members will be and how the LLC will be taxed in Brazil. This decision comes first because it changes the design.
2. •Registration. The registered agent files the Certificate of Formation with the Delaware Division of Corporations. Every LLC must maintain a registered agent with an address in the state.
3. •Operating Agreement. The internal contract defines members, management, distributions and what happens on a member's death. Use a text made for the case, not a generic template.
4. •EIN. Anyone without an SSN or ITIN requests the EIN by phone, fax or mail, using Form SS-4. The IRS online application is only for companies with their principal place of business in the US (IRS - Get an EIN).
5. •Bank account. Fintechs such as Mercury accept a U.S. company with a non-U.S. member, requiring the formation document, the EIN and identification of anyone who owns 25% or more. The registered agent's address does not work as the company's address. See bank account for offshore.
6. •Brazil. Include the LLC on your income tax return from the first year and, if your assets abroad reach US$ 1 million on December 31, on the Central Bank of Brazil's CBE (Brazilian Capital Abroad report).

The general roadmap for any jurisdiction is in how to open an offshore company.

What are the annual obligations in the US?

Two are the most important for a Brazilian's LLC:

The BOI report to FinCEN is no longer required. Since the interim rule of March 2025, made final in August, companies created in the US are exempt (FinCEN - BOI). Only foreign entities registered to do business in the US remain subject to it.

How is a Delaware LLC taxed in Brazil?

The profit is taxed in Brazil every year, distributed or not, in most cases. Normative Instruction RFB No. 1,037/2010 (Instrução Normativa RFB 1.037/2010) classifies as a privileged tax regime a state LLC with nonresident members in the US that does not pay federal income tax. Cosit Ruling No. 56/2026 (Solução de Consulta Cosit nº 56/2026) confirmed this reading for the transparent LLC of a Brazilian family.

Under Law No. 14,754/2023 (Lei 14.754/2023), the profit of a controlled entity in a privileged tax regime is taxed at 15% on December 31 of each year (art. 5, § 5, I). The alternative is the transparency election (art. 8): the LLC's assets are declared as if they belonged to the individual, and each item of income is taxed as a financial investment, when realized. The election is irrevocable as long as you hold the LLC.

The privileged-regime treatment has another effect: if the LLC lends money to your company in Brazil, interest is deductible only up to 30% of the Brazilian company's net equity. See thin capitalization. The step-by-step for the declaration is in how to declare an offshore company on your income tax return.

When is Delaware not the best choice?

• •Passive investment holding. Wyoming costs less per year and better protects a single-member LLC against personal creditors.
• •Small assets. With the state fee, agent, Form 5472 and an accountant in Brazil, the structure may cost more than it earns. See how much it costs to open an offshore company.
• •Retail operation in the US with a physical base. It may make more sense to register the LLC in the state where the operation is, such as Florida, to avoid double registration.
• •Sole goal of paying less tax in Brazil. Law 14,754/2023 taxes profit annually, so that goal is not achieved.

Conclusion

Delaware remains a good choice for anyone who will have partners, investors or operations in the US. Opening is simple, but maintaining requires a routine in both countries: a US$ 400 fee per year, Form 5472 with the IRS and, in Brazil, declaring the profit every December 31 in most cases. Choose the state and the tax regime before registration. To design the structure for your case, book a consultation or see the corporate structures service. The Delaware page summarizes the jurisdiction.