The annual US filings a foreign-founded Delaware company owes: franchise tax, Form 5472, BOI and the India and UAE mirrors
US compliance for a foreign-founded Delaware company runs on four dates and one form a domestic-owned company never files: the Delaware annual report and franchise tax by 1 March; Form 1120 with Form 5472 attached by 15 April (calendar year), or 15 October on a Form 7004 extension; the USD 400 annual tax by 1 June for an LLC; and Form W-8BEN-E from every Indian or UAE affiliate it pays. BOI reporting stopped applying to Delaware-formed companies in March 2025; the India and UAE mirror filings run beside it.
The US compliance calendar
After the Delaware flip, or a day-one Delaware incorporation from Noida or Dubai, the company owes what every Delaware corporation owes, plus one filing its ownership triggers. Under the IRS instructions for Form 5472, a US corporation with a direct or indirect 25% foreign shareholder at any time in the tax year is a reporting corporation under sections 6038A and 6038C, and a Delaware C-corp majority-held by Indian or UAE founders meets that test the day it is formed. Five entries, calendar year.
- 1 March: Delaware annual report and franchise tax. Every domestic Delaware corporation files its annual report and pays franchise tax to the Division of Corporations by 1 March, electronically. Under 8 Del. C. s.502 the report lists the registered agent, the directors and the shares of each class, so the cap table must be current first. Why a typical early startup’s bill sits close to the minimum is on where to incorporate a US startup. Late filing costs USD 200 plus interest at 1.5% per month, and under s.510 a charter one year in default is void. The notice reaches the registered agent each December, rarely the founder’s inbox after a flip.
- 15 April: Form 1120 with Form 5472 attached. US tax filing for a Delaware C-corp with Indian or UAE founders is Form 1120, due by the 15th day of the fourth month after the year end whether or not the company has taxable income. Form 5472 attaches to that return, by its due date including extensions, for each year in which reportable transactions occurred with a related party: the monetary, disregarded-entity and nonmonetary transactions in Parts IV to VI, which is where intercompany service fees and loans with the Indian or UAE affiliates sit, documented in the permanent records section 6001 requires. The penalty for failing to file, or to keep those records, is USD 25,000, and a further USD 25,000 for each 30-day period beyond 90 days after IRS notification (Form 5472 instructions, as at 29 September 2026).
- 15 April, if more time is needed: Form 7004. Form 7004 gives an automatic six-month extension to file, moving a calendar-year Form 1120 and its Form 5472 to 15 October. It is filed by the original due date, the IRS sends no approval notice, and it does not extend the time to pay.
- 1 June: the LLC annual tax. Delaware LLCs, LPs and general partnerships file no annual report but pay USD 400 by 1 June, with the same USD 200 penalty and 1.5% monthly interest if late. A foreign-owned single-member LLC is treated as a corporation for section 6038A only and files a pro forma Form 1120 with Form 5472 attached.
- 30 June: the annual report for a foreign corporation qualified in Delaware. An Indian or UAE company registered to do business in Delaware, rather than formed there, files by 30 June: USD 250 fee, USD 250 penalty. This is the structure that keeps a BOI obligation alive.
One filing has no date; a payment triggers it. Before the Delaware company pays an Indian or UAE affiliate, whether the subsidiary invoicing services, a parent in a day-one structure, or a founder’s holding company, the payee gives it a Form W-8BEN-E, the certificate a foreign entity gives a US withholding agent; it goes to the requester, not the IRS. Without it, US-source FDAP income such as interest, dividends, rents and royalties is withheld at 30%; Part III carries any treaty claim. A team working from California or New York adds a state return; the nexus analysis is on where to incorporate a US startup.
Schedule A: each US filing and its India or UAE mirror
The founders’ own FEMA trail is on LRS vs ODI.
| US filing | Due | Who files or signs | India or UAE mirror |
|---|---|---|---|
| Delaware annual report and franchise tax | 1 March; instalments from 1 June where tax is USD 5,000 or more | The corporation; notice to the registered agent in December | The Indian subsidiary’s filings on the India compliance calendar |
| Form 1120 with Form 5472 attached | 15 April (calendar year); 15 October on Form 7004 | A corporate officer; the US CPA or US tax counsel who prepares it signs as paid preparer | India: Form 48 (formerly Form 3CEB), on the intercompany agreements page. UAE: corporate tax return within nine months of period end (30 September 2026 for FY 2025) |
| Pro forma Form 1120 with Form 5472 (foreign-owned single-member LLC) | Same as Form 1120 | The LLC, a corporation for section 6038A only | Form 48 (formerly Form 3CEB) for an Indian owner; the UAE return for a UAE owner |
| Delaware LLC, LP or GP annual tax, USD 400 | 1 June; no annual report | The entity | None |
| Delaware annual report, foreign corporation | 30 June; USD 250 fee, USD 250 penalty | The Indian or UAE company qualified in Delaware | BOI report to FinCEN within 30 calendar days of notice that the registration is effective |
| Form W-8BEN-E | Before the first payment; valid to 31 December of the third following year | The Indian or UAE payee, to the Delaware company; not sent to the IRS | No direct mirror; the investment position is reported on the FLA return (15 July) and the founder’s APR (31 December) |
| BOI report, Delaware-formed C-corp or LLC | None since 26 March 2025; exemption permanent from 14 August 2026 | Nobody | None |
Sources not linked above, as at 29 September 2026 unless stated: Division of Corporations franchise tax calculation; IRS instructions for Form 1120 (2025); UAE Federal Tax Authority filing deadline; Federal Decree-Law 47 of 2022, Articles 3, 48 and 53, and the UAE corporate tax rates as at 25 September 2026.
Does BOI reporting apply to a Delaware company in 2026?
Not to a Delaware-formed one. FinCEN’s interim final rule of 26 March 2025 removed the requirement for US companies and US persons to report beneficial ownership information under the Corporate Transparency Act, and redefined reporting company to mean only entities formed under foreign law and registered to do business in a US state or Tribal jurisdiction. A final rule of 11 August 2026 made those exemptions permanent from 14 August 2026 (fincen.gov/boi, as at 29 September 2026). The rule still bites on the Indian or UAE company that foreign-qualifies in Delaware, California or New York without forming a US entity: it files within 30 calendar days after notice that the registration is effective.
The India and UAE mirror filings
Three Indian filings and one UAE filing report the same group. The RBI annual return on Foreign Liabilities and Assets is due by 15 July each year through the FLAIR portal from every Indian company holding a foreign investment position, including the Indian subsidiary under a Delaware parent; it may be filed on provisional accounts and revised once audited, and non-filing by the due date is a FEMA violation. Our FDI routes piece calls it the filing forgotten quietly, year after year. Each Indian-resident founder’s shares in the Delaware company are overseas direct investment: Form FC at the swap through the AD bank, then an Annual Performance Report by 31 December every year, exempt only below 10% without control and with no other financial commitment; the ODI regularisation checklist covers a missed APR. Form 48 (formerly Form 3CEB) under the Income-tax Act 2025 is the accountant’s report on the same intercompany transactions Form 5472 reports from the US side; if the agreements behind those flows exist only as invoices, the two filings describe two different groups, and the intercompany agreements and transfer pricing page, which owns Form 48, is the fix.
In the UAE, a taxable person including a free zone company files its corporate tax return and pays within nine months of the tax period end (Articles 48 and 53, Federal Decree-Law 47 of 2022); the FTA gives 30 September 2026 for the year ended 31 December 2025. The rate is 0% up to AED 375,000 of taxable income and 9% above it, with a Qualifying Free Zone Person at 0% on Qualifying Income; whether that status survives founders who sit in India is the subject of Dubai company run from India.
Who signs what on the US compliance leg
Statutory signatories stay as the statute names them. A corporate officer signs Form 1120, and the US CPA or US tax counsel who prepares the return signs the paid-preparer block; the company files its own Delaware annual report and the payee its own Form W-8BEN-E. Infinilex counsel qualified in the US, a US-admitted lawyer, sign the US legal leg: the corporate record the annual report draws on, the related-party record Form 5472 reports, and the BOI analysis. Infinilex coordinates the India and UAE mirror filings so that they describe one group: Infinilex counsel qualified in India, an advocate enrolled in India, sign the India leg, with Infinilex’s chartered accountant signing Form 48 (formerly Form 3CEB) where the statute names an accountant; Infinilex counsel qualified for the UAE sign the UAE leg; the company or its directors sign Form FC and the Annual Performance Report, and the AD bank reports. In-house in all three jurisdictions: cross-border structuring for the build, the fractional general counsel retainer for the calendar that follows.
Frequently asked questions
Does BOI reporting apply to my Delaware company in 2026?
Not if the company was formed in Delaware. FinCEN's interim final rule of 26 March 2025 removed beneficial ownership reporting for companies created in the United States, and a final rule of 11 August 2026, effective 14 August 2026, made that exemption permanent, however many shareholders sit in India or the UAE. Only a foreign-formed entity registered to do business in a US state still files, within 30 calendar days of notice that the registration is effective.
Who files Form 5472 for a foreign-owned Delaware corporation?
The Delaware corporation itself, as an attachment to its Form 1120. A corporation with a direct or indirect 25% foreign shareholder at any time in the tax year is a reporting corporation, so a Delaware C-corp majority-held by Indian or UAE founders is inside the test. It is due with the return, 15 April for a calendar year or 15 October on a Form 7004 extension, and reports the year's service fees, loans and capital contributions with the Indian or UAE affiliates. The penalty for not filing starts at USD 25,000.
Who handles US compliance for an Indian startup after the Delaware flip?
Three sets of hands. A corporate officer signs Form 1120, and the US CPA or US tax counsel who prepares the return signs the paid-preparer block. Infinilex counsel qualified in the US sign the US legal leg: the corporate record behind the Delaware annual report and the related-party record behind Form 5472. Infinilex coordinates the India and UAE mirror filings, with Infinilex counsel qualified in India and for the UAE signing those legs; the company and its directors file the FEMA forms, and the AD bank reports.
When is Delaware franchise tax due, and what happens if the company files late?
The annual report and the franchise tax are both due on or before 1 March, filed electronically with the Division of Corporations, which notifies the registered agent in December. A late company owes a USD 200 penalty and interest at 1.5% per month, and under section 510 of the Delaware corporation law a charter one year in default for unpaid tax or an unfiled report is void. Companies owing USD 5,000 or more pay in instalments: 40% by 1 June, 20% by 1 September, 20% by 1 December and the balance on 1 March.
What US tax filing does a Delaware C-corp with Indian founders owe each year?
Form 1120, every year, whether or not the company has taxable income. The IRS instructions require every domestic corporation to file an income tax return, so a Delaware parent holding an Indian subsidiary that has never invoiced a customer still files by 15 April for a calendar year, or 15 October on a Form 7004 extension. Because that parent is 25% foreign-owned, Form 5472 attaches when reportable transactions occurred with a related party in the year, usually the intercompany fees and funding that keep the Indian company running.
Running a Delaware company from India or the UAE?
Send us the cap table, the year end and the entities the Delaware company pays or is paid by. We will map the US calendar, the Form 5472 record and the India and UAE mirrors onto one page, with a signatory against each date.
Further reading
Where should you incorporate your US startup? · The Delaware flip from India · Delaware flip advisory · Intercompany agreements and transfer pricing after the flip · LRS vs ODI for Indian founders · ODI regularisation checklist · India compliance calendar · Dubai company run from India: POEM and QFZP · FEMA, ODI and LRS compliance
General information for founders, not legal or tax advice on your company, group or return. Delaware, IRS, FinCEN and RBI positions and the FTA filing deadline are stated as at 29 September 2026, the UAE corporate tax rates as at 25 September 2026, and the page is re-verified quarterly. Fees quoted are regulator fees and statutory penalties, not fees for advice. Have the calendar reviewed on your own facts.