Forming a US company as a non-US resident: what to know

Founders outside the United States form US companies for many reasons: selling to US customers, working with US payment providers, raising money from US investors, or simply having a neutral, well-understood legal structure. The good news is that, in general, US states do not require company owners to be US citizens or residents. The harder part is everything around the filing: getting a tax ID without a Social Security number, understanding which US tax forms apply to you, and setting realistic expectations about banking. This guide covers each piece.

Can a non-US resident own a US company?

Yes, in general. You can form an LLC or a corporation in any state without living in the United States, and you can be the sole owner. You do not need to visit the US to file the formation documents.

Three things are worth separating early:

• Owning a company is a matter of state corporate law, and it is open to foreign individuals and foreign companies in general.
• Working in the United States is a matter of immigration law. Owning a US company does not by itself give you a visa or authorize you to work in the US. If you plan to live or work there, talk to a qualified immigration attorney.
• Paying US tax depends on the entity type, how it is classified for tax, and whether its income is connected with a US trade or business. This needs individual advice from a qualified tax professional.

What you will need

Before you start, gather:

• A valid passport or national ID for each owner, and often for each manager, director or officer
• The proposed company name, plus a backup or two
• A registered agent with a physical address in the state of formation (required in every state)
• A principal office or mailing address, which some states allow to be outside the US
• An email address and phone number you check reliably
• The ownership split, if there will be more than one owner

LLC or C corporation?

Most non-US founders choose between an LLC and a C corporation. The S corporation is not an option here: it is a federal tax election, not a separate entity type, and the IRS does not allow nonresident aliens to be S corporation shareholders.

Very broadly, an LLC often suits a small, owner-run business, while a C corporation often suits a startup planning to raise venture capital. The right choice depends on your home country's tax rules too, since some countries treat a US LLC very differently from the way the US does. Our article on LLC vs C corporation goes deeper.

Choosing a state

If you will have an office, staff or warehouse in a particular state, forming there (or registering there as a foreign entity) is usually required anyway. If you have no physical US presence, founders often compare states on ongoing cost and simplicity rather than on reputation.

Ongoing costs differ widely. As of October 2026, for example:

• Delaware lists an annual tax of $400 for LLCs, due by June 1. Delaware corporations file an annual franchise tax report by March 1, with a minimum tax that depends on the calculation method and a $50 annual report fee for non-exempt domestic corporations.
• Wyoming requires an annual report with a license tax of $60 or two-tenths of a mill on the dollar of in-state assets, whichever is greater, due on the first day of the anniversary month of formation.
• California charges most LLCs an $800 annual tax, and LLCs also file a Statement of Information every two years.

You can compare formation fees by state on our state fees page.

Getting an EIN without an SSN or ITIN

Your company needs an Employer Identification Number (EIN) from the IRS to file returns, and banks and payment providers almost always ask for one. The IRS online application requires the responsible party to have a valid SSN or ITIN, and it is not available to applicants whose principal place of business is outside the US.

International applicants without an SSN or ITIN can apply with Form SS-4:

• By phone: the IRS international line, 267-941-1099 (not toll-free), Monday to Friday, 6 a.m. to 11 p.m. Eastern time
• By fax: the IRS says fax applicants generally receive an EIN in about four business days
• By mail: the IRS says this takes about four weeks

You do not need an ITIN just to get an EIN. The SS-4 instructions allow "foreign" or N/A on the responsible party line when the person does not have and is not eligible for an SSN or ITIN. See our full EIN guide for international founders.

If you form with Firmlane, EIN assistance on eligible orders comes with our guaranteed ein within 4 weeks, including without an SSN or ITIN. The 4 weeks start once your company has been approved by the state and we have your complete EIN information. If your EIN is not delivered within 4 weeks, we keep working on it at no cost and refund every Firmlane fee you paid on the order, or $100, whichever is more.

US tax filings for foreign-owned companies

This is the area where non-US founders most often get into trouble, usually because they assume that a company with no US income has nothing to file.

Foreign-owned single-member LLC

By default, an LLC with one foreign owner is disregarded for income tax purposes. Even so, IRS rules treat a foreign-owned US disregarded entity as a corporation for one specific purpose: reporting transactions with its owner and other related parties. In practice this means:

• The LLC files Form 5472 attached to a pro forma Form 1120 each year it has reportable transactions, with "Foreign-owned U.S. DE" written across the top of the Form 1120.
• Reportable transactions include contributions to and distributions from the LLC, so money you put in to start the company or take out generally counts.
• The return is due by the Form 1120 due date, which for a calendar-year filer is generally April 15. An extension can be requested on Form 7004.
• The IRS instructions say these filings are faxed or mailed to a specific IRS unit rather than sent to the normal Form 1120 address.
• The penalty for failing to file Form 5472, or failing to keep the required records, is $25,000, with additional penalties if the failure continues more than 90 days after IRS notice.

Foreign-owned multi-member LLC

An LLC with two or more members is treated as a partnership by default and generally files a partnership return (Form 1065). Partnerships with foreign partners can have additional withholding and reporting obligations. A qualified tax professional should review your setup.

C corporation

A C corporation files Form 1120 and pays federal income tax at a flat 21% on its taxable income, plus any state taxes. A corporation that is 25% or more foreign-owned may also need to file Form 5472 for related-party transactions. Dividends paid to foreign shareholders are generally subject to US withholding, which a tax treaty may reduce.

Beneficial ownership reporting (FinCEN)

Many guides written in 2024 told every new company to file a beneficial ownership information (BOI) report with FinCEN. That changed. FinCEN's interim final rule, published on March 26, 2025, removed the requirement for companies created in the United States and their beneficial owners. On August 11, 2026, FinCEN announced a final rule making that exemption permanent.

As of October 2026, this means a company you form in a US state is not required to file a BOI report, even if its owners are not US persons. Entities formed under foreign law that register to do business in a US state may still need to report. Check FinCEN's BOI page (opens in a new tab) for the current rules.

Banking and payment providers

A US company does not come with a US bank account. Banks and payment providers make their own decisions, based on their own risk policies, and they may ask for:

• Formation documents and the EIN confirmation
• An operating agreement or bylaws showing ownership
• Passports and proof of personal address for owners
• A description of the business, its customers and expected transaction volumes
• Sometimes a US address or an in-person visit

Some providers work with non-resident founders and some do not. No formation service can guarantee that you will be approved. Have your documents organized and be ready to explain your business model clearly.

A US address and mail

Your registered agent's address is for legal notices and state mail, not for everyday business mail, and many registered agent services do not allow it to be used as your public business address. If you need a US address for correspondence, you can use a commercial mail receiving agency. Under USPS rules, these services require PS Form 1583 and two forms of identification, one of which must be a government-issued photo ID.

Common mistakes

• Missing Form 5472. A foreign-owned single-member LLC with no profit can still owe a $25,000 penalty for not filing it.
• Ignoring home-country tax. Your country may tax you on the US company's profits, or treat the entity differently.
• Choosing a state for marketing reasons. If you need to register in another state anyway, you pay twice.
• Using a nominee as the responsible party. The IRS requires the responsible party to be the individual who actually controls the business.
• Assuming a company equals a visa. It does not.

Next steps

• Read our international founders guide for a checklist of documents and decisions.
• Based in India? See how to register a US company from India, including FEMA and ODI basics.
• Compare LLC formation and C corporation formation, then see pricing for what you pay.
• Learn how EIN assistance and the EIN guarantee work, and how our free banking and payments assistance helps with US accounts.
• When you are ready, start your company, or contact us with questions about our process.

Sources

• IRS: Instructions for Form SS-4 (opens in a new tab)
• IRS: Employer identification number (opens in a new tab)
• IRS: Instructions for Form 5472 (opens in a new tab)
• IRS: S corporations (opens in a new tab)
• IRS: Instructions for Form 1120 (opens in a new tab)
• FinCEN: Beneficial ownership information reporting (opens in a new tab)
• FinCEN: Final rule ending BOI reporting for US companies (August 11, 2026) (opens in a new tab)
• Delaware Division of Corporations: Annual franchise tax (opens in a new tab)
• Wyoming Secretary of State: Business FAQs (opens in a new tab)
• USPS: PS Form 1583, Application for Delivery of Mail Through Agent (opens in a new tab)

Last reviewed: 2026-10-17.