In short: an Estonian private limited company (OÜ) and a Delaware limited liability company (LLC) can both be owned by one person who is not liable for the company's debts. They differ in how the company is formed, in the yearly state tax and filings, and above all in how profit is taxed: an Estonian OÜ is itself the taxpayer, while a Delaware LLC by default is not separate from its owner for US federal tax. This page sets the facts of both side by side from the official texts; it does not say which is better for you. It covers Delaware only — every US state has its own LLC law.

The facts side by side

The company and its owners: Estonian OÜ: One founder with one share is a valid company (Commercial Code § 148(1)); a shareholder is not personally liable for the company's obligations (§ 135(2), (3)); Delaware LLC: The debts, obligations and liabilities of the company are solely its own, and no member or manager is personally obligated for them solely by being a member or manager (Delaware Code, title 6, § 18-303(a))
Forming the company: Estonian OÜ: At a notary in Tallinn or by power of attorney; online without a notary for a founder with an e-residency card or Estonian ID card; Delaware LLC: One or more authorized persons sign a certificate of formation filed with the Secretary of State, stating the company's name and its registered office and registered agent; the company is formed when it is filed or at a later time it states (§ 18-201(a), (b))
Presence in the state: Estonian OÜ: A registered address in the commercial register and, if the company's address is abroad, a contact person in Estonia (Commercial Register Act § 24); Delaware LLC: A registered office and a registered agent for service of process in Delaware at all times (§ 18-104(a))
What the company may do: Estonian OÜ: —; Delaware LLC: Any lawful business, purpose or activity, for profit or not, except banking as defined in title 8 (§ 18-106(a))
State fee for forming: Estonian OÜ: The state fee is included in our formation packages; Delaware LLC: 70 US dollars for filing the certificate of formation (§ 18-1105(a)(3))
Yearly state tax: Estonian OÜ: —; the yearly duty is the annual report (Commercial Code § 179); Delaware LLC: An annual tax of 400 US dollars (§ 18-1107(b)), due on 1 June after the close of the calendar year (§ 18-1107(c)); if it is not paid by 1 June, 200 US dollars are added (§ 18-1107(e)), and unpaid tax bears interest of 1.5 percent a month (§ 18-1107(c))
Transfer of an interest: Estonian OÜ: Notarised; the notary sends the notice to the register within two days (Commercial Code § 149); Delaware LLC: An interest is assignable in whole or in part unless the LLC agreement says otherwise; the assignee takes part in management only as the agreement provides or with the consent of all members (§ 18-702(a))
Yearly filing: Estonian OÜ: Annual report within six months after the end of the financial year (Commercial Code § 179); Delaware LLC: A single-member LLC wholly owned by a foreign person files Form 5472 attached to a pro forma Form 1120 with the IRS, and failing to file it carries a penalty of 25,000 US dollars (IRS, Instructions for Form 5472, revised 12/2024; 26 CFR 301.7701-2(c)(2)(vi))
How company profit is taxed: Estonian OÜ: Corporate income tax is paid when profit is distributed; no income tax is paid on profit while it stays in the company — see how Estonia taxes company profit; Delaware LLC: Unless it elects otherwise, an LLC with one owner is disregarded as an entity separate from its owner and an LLC with two or more members is a partnership for US federal tax (26 CFR 301.7701-3(b)(1)); Delaware classifies it the same way for its own taxes (§ 18-1107(a)). Whether and where the owner pays tax on that profit depends on the owner and the business, which this page does not assess
VAT number: Estonian OÜ: An Estonian VAT number is an EU VAT number that customers can check in VIES; Delaware LLC: The United States is not a member state of the European Union

This is general information, not tax advice: in Estonia the tax becomes due when profit is distributed, and LexorCorp Global does not provide tax advice. The rule and its official sources are in the guide How Estonia taxes company profit.

What each route requires

Estonia. Customer due diligence by the service provider, a registered address in the commercial register and, if the company's address is abroad, a contact person in Estonia (Commercial Register Act § 24). A ready-made company or a formation at a notary needs no e-residency.
Delaware. The certificate of formation filed with the Secretary of State, a registered office and registered agent in Delaware, the annual tax every 1 June and, for a single foreign owner, Form 5472 every year (§§ 18-104, 18-201, 18-1107; IRS Instructions for Form 5472).

How an Estonian company is obtained

Choose the route: a ready-made company that already exists, a new company formed at a notary or by power of attorney, or online formation with an e-residency card.
Order online and pay by card; the order form shows the total before you pay.
Identification. As a provider licensed by the Estonian Financial Intelligence Unit (FIU000117) we identify every client first.
Signing at a notary in Tallinn, by a power of attorney signed in your country, or digitally on the online route.
Register entry and documents in PDF by email.

Documents

For an Estonian company you are asked for an identity document and proof of address of the board members and beneficial owners; on the remote route a power of attorney signed before a notary in your country, as a rule with an apostille.

Prices of the Estonian routes

ready-made company: €900 Registered address and contact person service for one year are included. in person, €1,200 remote; with a VAT number €1,150 and €1,450;
new company: €950 Registered address and contact person service for one year are included. in person, €1,250 remote;
online formation for an e-resident: €950 Registered address and contact person service for one year are included..

The Estonian notary fees and state fees, the registered address and the contact person for the first 12 months are included in these prices. We do not form US companies; the Delaware amounts above are the state's own fees and tax, not our prices.

Timeline

A Delaware LLC is formed when its certificate of formation is filed, or at a later time the certificate states (§ 18-201(b)); how long the filing takes is not stated in the texts used here. For Estonia this page states no number of days: the time depends on the notary's appointment, on customer due diligence and on the register. A ready-made company already exists, so only the transfer has to be done.

Limits of this comparison

It covers Delaware only. Every US state has its own LLC law, fees and annual charges, and the figures above do not apply to any other state.
It compares formation, yearly obligations and how each company is classified for tax, not the tax result for you: that depends on where you live, where the business is run and where its customers are. If you live in the United States and will own an Estonian company, see Estonian company with a US owner.
Opening a bank or payment account is decided by the bank or payment institution in both countries.
The Delaware and federal figures are those of the official texts on the day they were read (22 October 2026) and can change.

Related service

If the Estonian route fits, start with the ready-made company packages or the list of companies for sale; ready-made or new compares the two Estonian routes.

Official sources

Delaware: Delaware Code, title 6, chapter 18 (Limited Liability Company Act), §§ 18-104, 18-106, 18-201, 18-303, 18-702, 18-1105 and 18-1107 — delcode.delaware.gov, read on 22 October 2026;
United States: 26 CFR 301.7701-2 and 301.7701-3 — eCFR; Instructions for Form 5472 (revised 12/2024) — IRS, read on 22 October 2026;
Estonia: Commercial Code §§ 135, 148, 149 and 179, Commercial Register Act § 24 — Riigi Teataja; company data — e-Business Register.

This guide is general information, not legal or tax advice for your specific situation.

Sources are named in the text, without links. To see which of our services your company needs, open the Business Navigator.

Estonian company (OÜ) or Delaware LLC: the official facts compared