Does Delaware notify the IRS about my LLC?

Delaware reports the LLC at formation when you got your EIN — that linked Delaware's entity number to your IRS records. Annual federal filings (including Form 5472) are your responsibility going forward; Delaware doesn't track them.

Is the Delaware franchise tax separate from Form 5472?

Yes. The $300 Delaware franchise tax is paid to the Delaware Division of Corporations (state level). Form 5472 is filed with the IRS Ogden PIN Unit (federal level). They're completely separate; missing one doesn't affect the other.

Can I move my LLC from Delaware to Wyoming to avoid the franchise tax?

Yes, via domestication. Costs ~$200-$400 and takes 2-4 weeks. But Form 5472 obligation is identical in both states — domestication only saves state fees, not the federal filing requirement.

I used Stripe Atlas — doesn't that include Form 5472?

No. Stripe Atlas is a formation product. Their docs explicitly state they don't handle annual federal tax filings including Form 5472. Their optional ongoing services may include some help, but the standard Atlas formation product is one-time.

What if I miss the Delaware franchise tax?

Delaware imposes a $200 late penalty plus 1.5% monthly interest. After several missed years, Delaware can administratively dissolve your LLC. To reinstate you'd pay all back fees plus a reinstatement charge. Different from the IRS Form 5472 penalty, but still costly.

Do I need a Delaware-based CPA?

No. Form 5472 is a federal filing — any US CPA familiar with international information returns can prepare it. Most don't. Our flat-fee service is built specifically for this filing and reviewed by an accountant on our team.

Does Delaware have its own equivalent of Form 5472?

No. Delaware doesn't impose a state-level analog of Form 5472. Your state filings are just the $300 franchise tax and any sales tax if you cross nexus thresholds.

My Delaware LLC made no money in year 1 — do I still file Form 5472?

Yes, almost certainly. If you had even one capital contribution (e.g. wiring money to fund the Mercury account or pay the Stripe Atlas fee), that's a reportable transaction. Most Delaware LLCs file every year regardless of revenue.

Can I file Form 5472 before I file the Delaware franchise tax?

Yes — they're independent. Form 5472 federal deadline is April 15; Delaware franchise tax deadline is June 1. File each on its own timeline.

What's the cheapest year-1 federal compliance for a Stripe Atlas Delaware LLC?

Federal: Standard $199 (our service, fax included). Add the $300 Delaware franchise tax = $499 total annual compliance. Add Stripe Atlas's one-time $500 formation cost (year 1 only) for full year-1 picture.

For foreign-owned US single-member LLCs

Delaware LLC Form 5472 Filing Guide

Delaware is the #2 most popular state for foreign-owned US LLCs after Wyoming. Stripe Atlas defaults to Delaware, so a large share of foreign-founder LLCs are Delaware entities. If you formed a Delaware LLC and you're not a US person, you must file IRS Form 5472 with pro forma Form 1120 every year — even if your LLC had zero revenue. This is the full Delaware-specific filing playbook including the federal Form 5472, the $300 Delaware franchise tax, and the differences from Wyoming.

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Why Delaware?#

Delaware's appeal: • Well-developed business law and the Court of Chancery for fast, judge-only business dispute resolution. • Brand recognition with US investors — most VC term sheets default to Delaware C-corps. (LLCs are similar enough to feel safe.) • Stripe Atlas chose Delaware as the default state for its incorporation product, so a huge share of foreign-founder LLCs are Delaware entities. • Mature registered agent ecosystem. • Online state filing portal. Downsides for solo foreign owners: • $300/year franchise tax for LLCs (higher than Wyoming's $60). Real money over time. • Slightly more disclosure than Wyoming (though still light on owner privacy). • Higher registered agent fees on average ($100-$150/year typical). Net: Delaware is excellent if you raised or plan to raise from US investors. For pure solo ecommerce / SaaS with no investor plans, Wyoming is cheaper. Either way, Form 5472 + pro forma 1120 federal filing is identical.

What is the Delaware-specific tax timeline?#

Annual federal: • April 15 — Federal Form 5472 + pro forma Form 1120 due to the IRS (October 15 with Form 7004 extension). Faxed to +1-855-887-7737. Annual Delaware state: • June 1 — Delaware Annual LLC Franchise Tax due. $300/year flat for most foreign-owned single-member LLCs. Filed with the Delaware Division of Corporations at corp.delaware.gov. One-time federal (formation year): • BOI (Beneficial Ownership Information) report to FinCEN within 30 days of formation. Free, online at fincen.gov. Delaware has NO state income tax on LLCs that don't conduct business in Delaware itself. Almost all foreign-owned Delaware LLCs serve non-Delaware customers and qualify for the exemption — their state obligation is just the $300 franchise tax.

How do Stripe Atlas LLCs interact with Form 5472?#

If you used Stripe Atlas to incorporate, your LLC is almost certainly Delaware. Stripe Atlas is excellent at: • Forming the LLC. • Getting your EIN (typically within days). • Helping with the initial Mercury bank account. • Providing legal templates. What Stripe Atlas explicitly does NOT cover: • Annual federal tax filings including Form 5472. • Delaware franchise tax (they remind you but don't pay it). • Ongoing tax compliance. • BOI reports to FinCEN. Stripe's own documentation states Atlas is a formation product, not an ongoing tax service. The $5K-equivalent value at formation does not include any year-2-onward filing. We handle the federal Form 5472 + pro forma 1120 specifically for foreign-owned Stripe Atlas LLCs. Standard $199 (IRS fax delivery included), same 15-minute filing process. Most Stripe Atlas customers come to us in spring of year 2 once they realize Form 5472 is on them.

How do you file Form 5472 for a Delaware LLC?#

Identical to filing for any other state: 1. Gather LLC info: legal name (exactly as on CP-575), EIN, Delaware registered agent address, date of formation, state (DE), NAICS code, total assets at year-end. 2. Gather your owner info: full legal name as on passport, FTIN or self-assigned Reference ID, residential address in your home country, country of citizenship, country of tax residence. 3. Add up year-end financials: capital contributions in, distributions out, any related-party payments. 4. Fill in pro forma Form 1120: entity identification fields only, stamp "Foreign-Owned U.S. DE" across the top. 5. Fill in Form 5472: Parts I, II, III, IV, V, VII. 6. Build the Part V supporting statement listing each reportable transaction. 7. Sign the 1120's signature line in pen. 8. Fax the complete package to +1-855-887-7737 (IRS Ogden PIN Unit). Save the transmission receipt. Delaware doesn't change the federal process at all. Same forms, same fax number, same deadline.

What is the Delaware franchise tax, and how does it differ from Form 5472?#

The $300 annual Delaware franchise tax is paid to the Delaware Division of Corporations, not the IRS. It's completely separate from Form 5472. • Due date: June 1 each year. • Amount: $300 minimum for an LLC (the LLC franchise tax is a flat fee, unlike the corporate franchise tax which is value-based). • Filing: online at corp.delaware.gov. Takes about 10 minutes. Pay by credit card or ACH. • Late penalty: $200 + 1.5% monthly interest if missed. Not catastrophic but adds up. If you miss the franchise tax for several years, Delaware will administratively dissolve your LLC and you'd need to file for reinstatement (with all back fees plus a reinstatement charge). The LLC's legal existence is at risk if you ignore Delaware franchise tax — distinct from the IRS penalty for missing Form 5472. We handle Form 5472 + pro forma 1120 (the IRS filing). You handle the $300 franchise tax directly with Delaware (or your registered agent often offers to handle it for an extra fee).

Stripe Atlas + Mercury + Form 5472 — the typical stack#

Common setup for foreign founders: • Delaware LLC formed via Stripe Atlas ($500 / one-time). • EIN issued through Atlas. • Mercury business banking account. • Stripe for payment processing. • Customers anywhere globally (commonly: ecommerce dropshipping, SaaS subscriptions, info products, consulting). What this triggers annually: • Federal Form 5472 + pro forma 1120 — yes, every year, $25,000 penalty if missed. Our service: Standard $199 · Rush $279 · Premium $449. IRS fax delivery included. +$149 per additional past year. • Delaware franchise tax — $300/year, due June 1. Self-serve at corp.delaware.gov. • Stripe Atlas annual fees — if you subscribed to Atlas's ongoing service ($100/month or similar), they handle some of this. The base $500 formation product does NOT include annual filing. • BOI report — one-time at formation (FinCEN). Free. • Sales tax — only if you cross economic nexus thresholds in specific states (typically not for SaaS or non-US-only ecommerce). At the federal level, the largest penalty risk by far is Form 5472. The $300 franchise tax late penalty is small money; the $25,000 IRS penalty is real money.

What are common Delaware LLC scenarios?#

1. Stripe Atlas SaaS founder, foreign, no US customers: file pro forma 1120 + Form 5472. No US tax. Delaware franchise tax $300. Annual total: $499 (our Standard $199 + Delaware's $300). IRS fax delivery included. 2. Delaware LLC for ecommerce serving global customers: file Form 5472 + 1120. Sales tax only in states where economic nexus crossed. Total annual federal compliance: Standard $199 (fax included) with us. 3. Delaware LLC with US-based contractors / freelancers: same federal filing, plus possible 1099-NEC for the contractors (separate filing). No US trade or business if contractors are independent and you have no fixed US place of business. 4. Delaware LLC with US-based employees or US warehouse: significantly more complex — likely US trade or business, ECI income, payroll taxes. Consult a CPA, not our service. 5. Multi-year catch-up: a Delaware LLC formed in 2022 with no Form 5472 filed: use our 3-year DIIRSP catch-up (Standard $497, fax included) covering 2022, 2023, 2024. 6. Delaware LLC dissolved last year: file a final Form 5472 + 1120 for the partial year ending at dissolution. Still required.

How do you handle multi-year catch-up under DIIRSP?#

Many Stripe Atlas founders discover Form 5472 a year or two after forming their Delaware LLC. The IRS provides DIIRSP (Delinquent International Information Return Submission Procedure) as the standard catch-up: • File all missed years together as one package. • Include a Reasonable Cause Statement covering the entire period. • Submit via fax to +1-855-887-7737. • Most well-documented first-time foreign-owner catch-ups are accepted without penalty. Our multi-year DIIRSP packages: • 2-year catch-up: Standard $348 · Rush $428 · Premium $598 (fax included). • 3-year catch-up: Standard $497 · Rush $577 · Premium $747 (fax included). The Reasonable Cause Statement is auto-generated by our wizard, tailored to the first-time-foreign-owner / Stripe Atlas scenario. Every package is reviewed by an accountant on our team before we fax it.

How do you switch from Delaware to Wyoming?#

Some foreign founders move their LLC from Delaware to Wyoming to save the $240/year difference in state fees ($300 Delaware vs $60 Wyoming). This is done via "domestication" — Delaware files a Certificate of Cessation, Wyoming files a Certificate of Domestication. Process takes 2-4 weeks. Costs ~$200-$400 in filing fees plus your registered agent's time. The LLC keeps its EIN and continuity. But: Form 5472 obligation is identical in both states. You're still a foreign-owned US LLC, still file Form 5472 + pro forma 1120, same federal penalty. Domestication only saves state fees. If you raised from US investors who insisted on Delaware, you typically don't domesticate out — investors expect Delaware governing law. If you're a solo founder with no investor plans, Wyoming saves $240/year long-term. We don't help with domestication — that's a registered agent or a Delaware/Wyoming business law firm task. We handle the federal Form 5472 in both states identically.

Bottom line for Delaware LLC owners#

If you have a foreign-owned Delaware LLC: • File federal Form 5472 + pro forma 1120 every year by April 15. $25,000 penalty if missed. • Pay Delaware franchise tax $300 by June 1. State-level — separate from IRS. • File BOI report at formation. One-time. • Watch for state sales tax obligations as you scale. Our service handles the federal Form 5472 + 1120 from $199 (Standard), with IRS fax delivery included on every plan. +$149 per additional past year. Every filing is reviewed by an accountant on our team. 100% money-back guarantee if we fail to submit.

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Frequently asked questions

Does Delaware notify the IRS about my LLC?: Delaware reports the LLC at formation when you got your EIN — that linked Delaware's entity number to your IRS records. Annual federal filings (including Form 5472) are your responsibility going forward; Delaware doesn't track them.
Is the Delaware franchise tax separate from Form 5472?: Yes. The $300 Delaware franchise tax is paid to the Delaware Division of Corporations (state level). Form 5472 is filed with the IRS Ogden PIN Unit (federal level). They're completely separate; missing one doesn't affect the other.
Can I move my LLC from Delaware to Wyoming to avoid the franchise tax?: Yes, via domestication. Costs ~$200-$400 and takes 2-4 weeks. But Form 5472 obligation is identical in both states — domestication only saves state fees, not the federal filing requirement.
I used Stripe Atlas — doesn't that include Form 5472?: No. Stripe Atlas is a formation product. Their docs explicitly state they don't handle annual federal tax filings including Form 5472. Their optional ongoing services may include some help, but the standard Atlas formation product is one-time.
What if I miss the Delaware franchise tax?: Delaware imposes a $200 late penalty plus 1.5% monthly interest. After several missed years, Delaware can administratively dissolve your LLC. To reinstate you'd pay all back fees plus a reinstatement charge. Different from the IRS Form 5472 penalty, but still costly.
Do I need a Delaware-based CPA?: No. Form 5472 is a federal filing — any US CPA familiar with international information returns can prepare it. Most don't. Our flat-fee service is built specifically for this filing and reviewed by an accountant on our team.
Does Delaware have its own equivalent of Form 5472?: No. Delaware doesn't impose a state-level analog of Form 5472. Your state filings are just the $300 franchise tax and any sales tax if you cross nexus thresholds.
My Delaware LLC made no money in year 1 — do I still file Form 5472?: Yes, almost certainly. If you had even one capital contribution (e.g. wiring money to fund the Mercury account or pay the Stripe Atlas fee), that's a reportable transaction. Most Delaware LLCs file every year regardless of revenue.
Can I file Form 5472 before I file the Delaware franchise tax?: Yes — they're independent. Form 5472 federal deadline is April 15; Delaware franchise tax deadline is June 1. File each on its own timeline.
What's the cheapest year-1 federal compliance for a Stripe Atlas Delaware LLC?: Federal: Standard $199 (our service, fax included). Add the $300 Delaware franchise tax = $499 total annual compliance. Add Stripe Atlas's one-time $500 formation cost (year 1 only) for full year-1 picture.