Delaware LLC for an Agency from Brazil

Why do Brazilian agencies form a Delaware LLC?

Running an agency from Brazil — marketing, branding, web design, software development, performance media, content, or social — more and more means serving clients in the United States and elsewhere who pay in dollars. The hard part is rarely the work; it is the money and the credibility. US clients want to pay a US entity with a clean invoice and a US bank account, not wire funds to a personal account abroad, and many ask for a W-9 or a recognizable company name before they sign a contract. A Delaware LLC gives your agency exactly that: a recognized US legal identity that clients, banks, and payment processors take seriously.

Delaware is the most widely recognized formation state in the United States, which smooths the steps Brazilian founders find hardest: opening a US business bank account, getting approved by Stripe, and presenting a credible vendor to enterprise clients. The ongoing compliance for an LLC is light — a flat $300 franchise tax, no annual report, and no Delaware state income tax on an LLC with no Delaware operations. For an agency owner who wants a clean dollar-billing wrapper without a heavy administrative load, that balance of recognition and simplicity is the whole appeal.

It is worth being precise about what the LLC does and does not do. It is a corporate wrapper that lets you contract, bank, and bill in the US under a company name. It does not grant you any professional or marketing licence, it does not erase your Brazilian tax obligations, and it is not an offshore tax-avoidance scheme. Used for an agency that genuinely needs to operate in the US market, it is a straightforward and defensible structure — nothing more exotic than that.

How does a Delaware LLC protect a Brazilian agency owner?

Agency work carries liability exposure that a sole proprietor takes on personally. A campaign that underperforms and a client who claims it cost them revenue, a copyright complaint about creative you delivered, a missed-deadline dispute, or a contractor disagreement can all escalate. When you contract as an individual, your personal savings and assets can be reached if one of these turns into a claim. The purpose of a limited liability company is to put a legal wall between the business and you personally.

When the agency is owned by a Delaware LLC, contracts, client relationships, and obligations sit with the company rather than with you as a person. If a claim arises, it is generally directed at the LLC and its assets, not your personal property — provided you keep the company genuinely separate. That separation is not automatic: it depends on real-world habits like signing contracts in the company's name, keeping LLC money apart from personal money, and not treating the business account as a personal wallet. Used properly, this protection is one more reason agencies incorporate before they scale, alongside the banking and credibility benefits. This is general information, not legal advice; confirm your specific protection with a qualified attorney.

How does a Brazilian founder form a Delaware LLC for an agency?

The process is the same Delaware LLC formation path a US founder follows, routed so the EIN and banking steps work even without an SSN. For a Brazilian agency owner it runs in a predictable order, and you can keep serving existing clients from Brazil while it completes.

• Day 0 — Name and structure. You confirm an available Delaware name for your agency and decide whether you are a single owner or have partners. We run the Delaware name check first.
• Day 1-2 — Certificate of Formation. We file with the Delaware Division of Corporations, the state fee is included, and your LLC legally exists in about 48 hours, with a registered agent included for year one.
• Weeks 1-4 — EIN. We submit Form SS-4 to the IRS without an SSN. This is the slowest step and the reason the overall timeline runs in weeks, not days. See our EIN for a Delaware LLC guide.
• After EIN — Banking, then Stripe. With the EIN you open a US business account, connect Stripe, and start sending dollar invoices to US clients.

The full walkthrough is on our how it works page, and the broader non-resident path is covered on our Delaware LLC for non-residents guide. Everything is done remotely with electronic signatures — you never need to leave Brazil or visit the United States.

How does a Brazilian agency bill US clients in dollars?

Getting paid is the whole point, and it comes down to two pieces: a US business bank account in the LLC's name, and a payment processor connected to it. Once your EIN is issued, US fintech banks open business accounts for non-residents entirely online. The common choices are Mercury, Relay, and Wise, none of which require a US visit. Approval is always the bank's decision and is never guaranteed, so your specialist helps you apply to more than one until you are live with at least one account. For the deeper comparison, see our Delaware LLC banking guide.

For card payments and recurring retainers, Stripe is the workhorse most agencies use. With the LLC and EIN in place you can apply for a Stripe account in the company's name, send branded invoices, and take card payments from clients who do not want to send wires. Stripe approval is Stripe's decision and is never guaranteed, so we help you present a clean application with a clear description of your services. When you want funds in Brazil, Wise is the common route to move dollars from the US account to your Brazilian bank at a transparent rate, and Payoneer is a frequent alternative for marketplace and platform payouts. Approval for any of these providers rests with the provider, and we help you apply to alternatives if the first declines.

A practical question many agency owners ask is whether they owe US sales tax. Most agency work — strategy, creative, media buying, consulting — is a service, and the majority of US states do not tax professional services the way they tax physical goods. A handful of states tax certain digital, advertising, or software-style services, and the rules shift, so if you sell productized or SaaS-flavoured deliverables it is worth a quick check with a US sales-tax professional. Income tax and sales tax are separate questions, and for a pure service agency the sales-tax exposure is usually limited; still, treat it as something to confirm rather than assume, especially as your client base spreads across states.

Which US bank should a Brazilian agency owner apply to?

There is no single best bank for an agency — the right one depends on how you invoice and how you want to move money to Brazil. Approval is never guaranteed, but the table below reflects which fintech tends to fit which profile. Apply where you fit best first, and keep a backup ready in case the first application is declined.

Whatever you choose, the prerequisites are the same: a formed Delaware LLC, a finished EIN, a clear description of your agency's services, and consistent details across every document. Get those right and most owners are approved within 1 to 5 business days, then connect Stripe and start billing.

Does a Brazilian-owned Delaware LLC owe US tax?

This is the area where general guidance helps but advice from a US CPA matters, and Brazil's lack of a tax treaty makes it more important to get right. By default, a single-member Delaware LLC is a pass-through (disregarded entity) for US federal tax: the company itself pays no income tax, and the question becomes whether you, the non-resident owner, have US-taxable income. That turns on two concepts: whether your agency is engaged in a US trade or business with income effectively connected to the US (ECI), and whether it has a US permanent establishment.

For a typical Brazilian agency, the work is performed by you and your team inside Brazil for clients you serve remotely. Service income of that kind is often treated as foreign-source rather than US-source, which can mean no US income tax even though the clients are American. But this is fact-specific — having US-based staff, a US office, or US-located contractors can change the answer. Because there is no US-Brazil income tax treaty in force, you cannot fall back on a treaty's business-profits article for protection, and any US-source FDAP income (for example certain US-sourced passive payments) can face the default 30% withholding. Confirm your specific position with a CPA before relying on any general rule; our Delaware LLC taxes overview sets out the framework.

What about tax in Brazil — does the LLC change anything?

A Delaware LLC does not reduce or replace your Brazilian tax obligations, and treating it as a way to avoid Brazilian tax would be a serious mistake. As a Brazilian tax resident, you are generally taxed by Receita Federal on your worldwide income. That means profit you draw from the LLC is normally taxable in Brazil, and depending on how the US LLC is classified under Brazilian rules, the entity's results themselves may be relevant to your Brazilian return.

The classification of a US single-member LLC under Brazilian law is nuanced — it may be viewed differently from a Brazilian company, and the interaction with rules on controlled foreign entities and personal income tax is not something to guess at. Because there is no US-Brazil treaty, you also cannot rely on treaty mechanisms to avoid the same income being looked at by both countries; instead you depend on each country's own domestic rules and any foreign-tax-credit relief that may apply. The practical takeaway: engage a Brazilian contador who has handled US LLCs so your income is declared correctly. The LLC is a US operating wrapper, not a shelter from Brazilian tax.

What is Form 5472 and why must a Brazilian owner file it?

The one US filing most Brazilian agency owners must not miss is Form 5472. If you are a non-US person owning 25% or more of a single-member Delaware LLC treated as a disregarded entity, the IRS requires Form 5472 each year, attached to a pro forma Form 1120. It reports reportable transactions between you and your LLC — including the capital you contribute and the money you withdraw. This is an information return; filing it does not by itself mean you owe US tax.

The penalty for failing to file is $25,000 under IRC 6038A, so treat it as mandatory. The deadline is April 15, and it can be extended with Form 7004. We track this deadline and remind you; the detail is in our Form 5472 for Delaware LLCs guide. Note that Form 5472 is separate from any Brazilian filing — meeting your US obligation does not satisfy Receita Federal, and vice versa, so plan for both.

What does a realistic Brazilian agency setup look like?

Picture a small performance-marketing agency run by a founder in Curitiba, with two freelancers also in Brazil, serving a handful of US SaaS clients. Today the clients pay into the founder's personal account in reais after a costly conversion, and one enterprise prospect has stalled because they cannot onboard a foreign individual as a vendor. The first move is forming a Delaware LLC under the agency's brand, so contracts and invoices come from a US company rather than from a person.

With the LLC filed in about 48 hours, the EIN application goes to the IRS and arrives in 2 to 4 weeks. Once it lands, the founder opens a US business bank account in the LLC's name, connects Stripe, and re-issues invoices in dollars from the company. The stalled enterprise client can now onboard a US vendor with a W-9 and pay by ACH. Year-one cost is the flat $397. Going forward, the founder budgets Delaware's $300 franchise tax each June 1, files Form 5472 annually, draws profit to Brazil through Wise, and reports that income with a Brazilian contador. Nothing here is exotic — it is the standard shape of a well-run, US-facing agency wrapped in a Delaware entity.

What are the most common mistakes Brazilian agency owners make?

Formation itself rarely fails — Delaware accepts properly filed paperwork routinely. The friction shows up at the bank, at Stripe, or later at tax time, and the causes are predictable. Knowing them in advance is the easiest way to stay out of trouble.

• Applying to the bank or Stripe before the EIN is issued. This is a frequent early decline. Wait for the IRS number first.
• Mismatched details. If your name, the LLC name, or your address differs across your passport, formation document, and bank application, reviews stall. Keep everything identical.
• Treating the LLC as a tax shelter.Skipping your Brazilian reporting because “the company is American” is a costly error. Brazil taxes worldwide income; engage a contador.
• Ignoring Form 5472. Non-resident single-member owners who skip it risk the $25,000 penalty. Calendar April 15 every year.
• Assuming Brazil has a US treaty. It does not, so do not rely on treaty rates or business-profits protection — confirm your position with a CPA instead.

Almost every one of these is avoidable. We help you sequence the steps in the right order, keep details consistent across documents, and apply to a second bank or payment provider if the first declines — because each reviews independently, a no from one is not a no from all.

A note on BOI / FinCEN beneficial ownership reporting

Beneficial ownership reporting under the Corporate Transparency Act has changed significantly and remains in flux. In March 2025, FinCEN issued an interim final rule that removed BOI reporting obligations for US domestic reporting companies. Under that rule, only “foreign reporting companies” registered to do business in the US must report, and US-formed domestic entities are currently exempt.

Because this area is evolving and the rules may shift again, do not treat any summary as final. Before relying on your filing status, confirm the current FinCEN requirements at the source or with a professional. We monitor these changes and flag them to the Brazilian founders we work with, but the responsibility to file if required ultimately rests with the company owner.

How much does it cost, year one and after?

Our service is a single flat fee of $397, and the Delaware state filing fee is already included — there is no separate state charge to add on. That one payment covers the Certificate of Formation, the EIN application, a registered agent for year one, your operating agreement, and US bank and Stripe application support, all with WhatsApp support. There is no markup buried in renewals.

That makes year two roughly the $300 franchise tax plus about $99 to renew your registered agent. There is no Delaware annual report for an LLC, so the franchise tax is the entire state obligation. Miss the June 1 deadline and Delaware adds a $200 penalty plus 1.5% interest per month and your LLC loses good standing — which is exactly why we track the date for you. For the full breakdown see our Delaware franchise tax and Delaware LLC costpages. Note that the franchise tax for an LLC is the flat $300 — the “authorized shares” and “assumed par value” methods you may read about apply only to Delaware corporations, never to LLCs.

LLC or C-Corp for a Brazilian agency?

For most service agencies billing clients, the LLC is the right default: it is simple, pass-through, and cheap to maintain. The comparison below is a quick orientation, not legal or tax advice — verify current fees and confirm the entity type with an advisor before deciding.

Most agencies do not need a C-Corp — that structure is for companies raising outside investment, where investors expect equity in a Delaware C-Corp rather than membership in an LLC. If you think your agency may evolve into a funded product company, read our Delaware C-Corp guide before deciding. Otherwise, the LLC keeps your overhead low while giving you everything a service business needs: a US identity, dollar banking, Stripe, and limited liability. You can start the whole process remotely from anywhere in Brazil, and we serve founders from 40+ countries the same way.