Setting up a company in the US
You can set up a company in the US without living there, holding a visa or visiting in person. Citizenship is not a condition for owning a US LLC or corporation. What you do need is a state to form in, a registered agent in that state, an Employer Identification Number (EIN) from the IRS and a plan for the federal and state filings that follow every year.
The short version, for a founder abroad:
- Choose the structure: an LLC or a C corporation.
- Choose the state of formation.
- Appoint a registered agent with an address in that state.
- File the formation document with the state.
- Sign an operating agreement (LLC) or adopt bylaws (corporation).
- Apply for an EIN as an international applicant.
- Open a business bank account.
- Keep up with the annual state report and the federal returns.
Each step is explained below, with links to the official pages that set the rules.
What changed in 2026
Two changes this year matter to anyone forming a US company from abroad.
Beneficial ownership reporting. FinCEN has finalised its BOI reporting rule, effective on 14 August 2026. Under it, companies formed in the US are exempt from beneficial ownership information (BOI) reporting and no longer file BOI reports. The duty now sits with companies formed under the law of another country that register to do business in a US state. If your foreign parent company plans to register in a state, read the FinCEN page before you file.
Wyoming fees. The Wyoming Secretary of State published a new fee schedule, effective 1 July 2026. Check the current schedule in any state before you budget, because filing fees change.
Step 1: Choose between an LLC and a C corporation
Foreign founders usually choose between two structures. The choice decides how the company is taxed and what it files each year.
The LLC
A limited liability company protects the owners’ personal assets and is flexible to run. The IRS treats a single-member LLC as disregarded from its owner for income tax, unless it files Form 8832 and elects to be taxed as a corporation. An LLC with two or more members is classified as a partnership by default.
For a foreign owner, “disregarded” does not mean “no filings”. A foreign-owned single-member LLC has its own reporting duty under Form 5472, covered in Step 8.
The C corporation
A C corporation is a separate taxpayer. Corporations work out their federal tax by multiplying taxable income by 21% and file Form 1120. Profits paid out to shareholders as dividends are taxed again at the shareholder level, which is the “double taxation” founders hear about.
Which one fits
- Pick an LLC if you run a services or online business, you will be the only owner or one of a few, and you do not plan to raise equity from investors.
- Pick a C corporation if you plan to issue shares to investors, offer stock options or keep profits in the company to grow it.
The tax result for you personally depends on where you live and on any tax treaty between that country and the US. Ask an accountant who handles tax compliance for foreign owners before you file, because changing structure later costs time and fees.
Step 2: Choose the state to set up a company in the US
There is no single national company register. You form the company with one state, usually through its Secretary of State or Division of Corporations, and that state’s law governs the company. The SBA notes that your business location decides the taxes and rules you are subject to, and that a company active in other states must register there as a “foreign” business.
The table compares the six states where the firms listed on Accountanty are based:
| State | What a founder should know | Recurring state charge (official figure) |
|---|---|---|
| Delaware | Often chosen for corporations that plan to raise investment | LLCs pay an annual tax of $400.00, due on or before 1 June; corporations pay franchise tax, with a minimum of $175.00 under the Authorized Shares Method, plus a $50.00 annual report fee, due by 1 March |
| Wyoming | A short list of filings for LLCs | LLC Articles of Organization cost $100.00; the annual report licence tax is $60 or two-tenths of one mill on the dollar on assets in Wyoming, whichever is greater |
| Florida | Useful if you will operate in Florida | $125.00 to file Articles of Organization with the registered agent designation; the annual report costs $138.75 if filed between 1 January and 1 May, and a $400 late fee applies after 1 May |
| New York | Useful if your clients or staff are in New York | Articles of Organization cost $200, and an LLC must publish a notice in two newspapers for six consecutive weeks, then file a Certificate of Publication ($50) within 120 days |
| Texas | Useful if you will operate in Texas | LLCs and corporations organised in Texas or with nexus there file a Public Information Report every year, even when no franchise tax is due |
| Nevada | Often compared with Wyoming | Nevada requires an annual list and a state business licence; confirm the current fees with the Nevada Secretary of State |
A practical rule: if you will have an office, staff or a warehouse in a particular state, forming there often avoids paying for two states. If the company will run entirely online from abroad, compare the yearly cost and the filings, not only the formation fee.
Step 3: Appoint a registered agent
Every US company needs a registered agent: a person or business with a physical address in the state of formation who accepts legal papers and official mail for the company. The SBA states that the registered agent must be located in the state where you register. Delaware law, for example, requires every business entity to have and maintain a Registered Agent in the State of Delaware, and Florida does not accept a P.O. box as the agent’s address.
As a non-resident you cannot act as your own agent unless you have an address in that state, so you will pay a registered agent service. Keep it current: a company without an agent can lose its good standing.
Step 4: File the formation document
The document has different names depending on the structure and the state:
- LLC: Articles of Organization or Certificate of Formation.
- Corporation: Articles of Incorporation or Certificate of Incorporation.
It sets out the company name, the registered agent and, in some states, the people who manage the company. Check the name is free in the state’s business search first. Many states, Wyoming among them, accept the filing online, so you can complete this step from abroad.
Step 5: Sign the internal documents
An LLC adopts an operating agreement, which records who owns what, how profits are split and how decisions are made. A corporation adopts bylaws, issues shares and records its first board resolutions. Even where a state does not ask to see these documents, banks usually do, and they protect you if there is a dispute between owners.
Step 6: Get an EIN from the IRS
The EIN is the company’s federal tax number. You need it to open a bank account, hire staff and file returns. It is free: the IRS says you never have to pay a fee for an EIN.
The online application needs the responsible party’s Social Security number (SSN) or Individual Taxpayer Identification Number (ITIN), so a founder with neither cannot use it. Instead, international applicants apply by phone, fax or mail using Form SS-4. You do not need an ITIN first: the Form SS-4 instructions tell you to enter “foreign” or N/A on line 7b if the responsible party does not have, and is not eligible for, an SSN or ITIN.
Allow time for this step. Fax and mail applications are handled by hand, so build the wait into your bank account plans.
Step 7: Open a business bank account
With the formation documents, the operating agreement or bylaws, and the EIN, you can apply for a US business account. Each bank sets its own rules for non-resident owners. Some ask for an in-person visit, others accept remote onboarding, and many will check the identity of every owner and the source of funds. 27 firms on Accountanty offer bank account assistance for foreign owners.
Step 8: Stay compliant every year
Formation is the start. The yearly filings matter as much as the formation itself.
State filings
Each state has its own annual report, franchise tax or both, with fixed deadlines. Late filing brings penalties and, in the end, loss of good standing or dissolution. Delaware, for example, charges a penalty of $200.00 plus 1.5% interest per month when the LLC tax is paid late.
Form 5472 for foreign-owned single-member LLCs
This filing is easy to miss. A foreign-owned US disregarded entity must file a pro forma Form 1120 with Form 5472 attached, reporting transactions with its foreign owner and related parties. The IRS states that a penalty of $25,000 will be assessed for failing to file Form 5472 when due, and a foreign-owned disregarded entity cannot file it electronically. The filing is due even if the LLC had no profit.
Federal and state tax returns
A C corporation files Form 1120 every year. A multi-member LLC files a partnership return. Whether you, as a non-resident owner, also owe US tax depends on whether the company’s income is connected with a US trade or business and on your country’s tax treaty. Sales tax and payroll tax are separate duties that can apply once you sell into a state or hire there. An accountant who handles accounting and payroll for foreign-owned companies can map these for you.
Common mistakes to avoid
- Choosing a state for its fee alone. If you operate in another state, you will usually register there too and pay twice.
- Skipping Form 5472. A single-member LLC with a foreign owner has a federal filing even with no income.
- Letting the registered agent lapse. Official notices go unanswered and the company can lose good standing.
- Treating a company as a visa. Owning a US company is not an immigration status. Read about residency and visas as a separate step.
- Mixing personal and company money. Keep the company account separate from day one, or bookkeeping and the liability shield both suffer.
Where to find help in the US
259 firms are listed for the US, and 191 offer company formation. 145 firms say they work with foreign clients, and 65 offer Spanish as a working language. You can compare firms by city:
- Miami (77 firms) and Coral Gables in Florida
- New York (53 firms)
- Houston (27 firms) and Dallas (26 firms) in Texas
- Las Vegas (23 firms) in Nevada
- Wilmington (13 firms) in Delaware
- Sheridan and Cheyenne in Wyoming
To see only firms that state experience with non-resident clients, use the list of accountants for foreign clients. To compare formation providers in particular, start with company formation in the US.
What to do next
A sensible order for a founder abroad is: decide between an LLC and a C corporation, pick the state where the company will actually operate or the one your investors expect, appoint a registered agent, file, then apply for the EIN as an international applicant. Put the annual state report and Form 5472 in your calendar before the first year ends. If you want a firm to handle the filings, send one free quote request through Accountanty and we will pass it to suitable firms, so you can set up a company in the US with the filings planned from the start.