US company formation and LLC for non-residents

Updated 3 October 2026

The state charges from USD 100 to form a company, while the US tax agency charges USD 25,000 for a single missed form. We cover where a non-resident should register an LLC, how to get a tax number without travelling, what changed with ownership reporting in 2026, and why a bank account is harder to get than the company.

Is a US company worth it for a non-resident

A Wyoming company costs USD 100 in state fees to form and from USD 60 a year to keep; a Delaware one costs USD 110 and USD 400 a year. There is no minimum capital, no trip to the US, and a foreigner can own 100% of the company and run it.

The cheap entry hides expensive mistakes. If an LLC (limited liability company) belongs to a single foreigner, it files Form 5472, a report on transactions with its owner, with the IRS (Internal Revenue Service, the US federal tax agency) for every year in which such transactions took place, even with zero revenue. The penalty for missing it is USD 25,000. The second bottleneck is the bank: a company can be registered in a day, but an account opens only after a review that not everyone passes.

It suits freelancers, IT teams and online businesses that need US payment services, marketplaces and the trust of US clients, as well as startups preparing for venture funding. It does not suit anyone looking for anonymity, anyone not ready for US reporting, or anyone living in Russia: US providers are prohibited from offering company formation services to persons located in Russia.

Below: company types, three popular states compared, the process, costs and taxes. The wider tax picture is on the US taxes page.

Which company to form in the US: LLC or corporation

For a non-resident the choice usually comes down to two forms, and the first is the LLC. It is simpler to run than a corporation, and by default the IRS looks through it: a single-member LLC's income is the owner's income.

An LLC can elect to be taxed as a corporation by filing Form 8832 (Entity Classification Election). Murblz specialists work this decision out in advance: along with the 21% tax comes withholding tax on dividends.

An LLC's internal rules go into an operating agreement, the members' agreement on management, profit distribution and exit. It is not filed with the registry, but a bank or partner may ask for it, so prepare it from the start.

LLC in Delaware, Wyoming or Florida: which state to choose

Delaware is almost seven times more expensive to maintain than Wyoming: USD 400 of annual tax against USD 60. In return, Delaware offers the Court of Chancery, a specialised corporate court, and corporate law US investors know well. Florida makes sense if you live or work in that state.

Sources: 2026 fee schedules of the Delaware Division of Corporations and the Wyoming Secretary of State, Florida Statutes sections 605.0213 and 607.193, state rates from state tax laws.

State corporate tax usually does not affect a non-resident's transparent LLC. What matters more: if the business actually operates in another state, such as California or New York, the company will, as a rule, have to register and pay fees there too.

Example calculation. A Delaware LLC formed in October 2026 pays USD 400 for the whole of 2026 by 1 June 2027: the tax is not prorated by month. The same LLC in Wyoming pays USD 60 by 1 October 2027 if it has no assets in the state.

How to form a US LLC remotely: steps and timing

You can form an LLC without setting foot in the US: filings go to the state remotely, and the tax number comes by phone, fax or mail. A personal visit may be needed only for a traditional bank.

One condition is mandatory: a registered agent, a person or company with an office in the state that receives official mail and legal papers for the LLC. In Delaware this is required by section 18-104 of the LLC Act, in Florida by section 605.0113.

The EIN (Employer Identification Number) is the company's tax number, issued free by the IRS; without it a bank will not open an account. The online form is available only to companies with a principal place of business in the US and a responsible party who has an SSN (Social Security Number) or ITIN (Individual Taxpayer Identification Number, a tax number for foreigners). If the principal place of business is outside the US, the IRS offers three routes: a call to +1 267-941-1099 on weekdays from 6 a.m. to 11 p.m. US Eastern time, fax or mail.

No ITIN is needed: the SS-4 instructions allow foreign in the responsible party number line if that person has no SSN or ITIN and cannot get one.

How much it costs to form and maintain a US company

The US government charges USD 100 to 125 to form an LLC. The rest is the registered agent, accounting and, if needed, translators and notaries; we quote the cost of our support after reviewing the documents. Below are only the mandatory state payments.

Delaware franchise tax for corporations is calculated in two ways. Under the authorized shares method the minimum is USD 175, under the assumed par value capital method USD 400. With many authorized shares the results differ sharply, so calculate both.

Example calculation for a single-owner Wyoming LLC. At formation, USD 100 to the state. Each following year, a USD 60 fee as long as the company's assets in Wyoming do not exceed USD 300,000. Plus the registered agent, and Form 5472 prepared by Murblz specialists. In Delaware, USD 110 at the start and USD 400 every year.

US documents used abroad need an apostille and a translation; our translations and apostilles service handles this.

What taxes a non-resident's LLC pays and what Form 5472 is

A non-resident's single-member LLC pays no income tax itself, but that is not the end of the story. The IRS splits a foreigner's taxable income into two baskets. ECI (effectively connected income, income tied to a trade or business in the US) is taxed at the same graduated rates as Americans' income and reported on Form 1040-NR, the non-resident return. FDAP (fixed, determinable, annual or periodical income from US sources: dividends, interest, royalties) is taxed at 30% at source or at a reduced treaty rate.

Income outside both baskets is, as a rule, not subject to US federal tax. Where a US business ends and work from abroad begins is a factual question that Murblz specialists work out: US employees, an office or a warehouse can change the answer.

Form 5472: the main trap

Since 2017, an LLC wholly owned by a foreigner is treated as a corporation for reporting purposes. For each year with transactions between the LLC and its owner, it files Form 5472 (an information return on transactions with related parties) together with a pro forma Form 1120. This covers money for formation, contributions and distributions to the owner. For a calendar year the deadline is 15 April; Form 7004 (the extension request) gives more time.

Filing is by fax or mail only. The penalty for not filing, or for filing a substantially incomplete form, is USD 25,000, plus another USD 25,000 for each 30 days if the failure continues more than 90 days after IRS notice.

Corporations, dividends and sales tax

A C corporation pays 21% federal tax plus state tax where it applies. Dividends to a foreign shareholder are withheld at 30%. Russian tax residents get no relief: since 16 August 2024, the US has suspended many provisions of the double tax treaty with Russia for withholding taxes. The treaty with the USSR still applies to Belarus, but it does not reduce the dividend rate, which is also 30%.

There is no US VAT. Instead, 45 states and DC levy sales tax, usually 2.9% to 7.25% at state level plus local add-ons; the duty to collect it depends on your sales in each state.

Your home country will also want to see the LLC's income. For Russian tax residents, an LLC they own or control usually becomes a CFC (controlled foreign company) that must be notified to the Russian tax service. More on the CFC filings page.

BOI and CTA in 2026: do you have to report owners

The biggest paperwork news of 2026 for US LLC owners is good news. On 11 August 2026, FinCEN (Financial Crimes Enforcement Network, the US Treasury's financial crimes bureau) issued a final rule: companies created in the US no longer file BOI reports. The rule took effect on 14 August 2026.

BOI (beneficial ownership information) reporting came from the CTA (Corporate Transparency Act). An interim rule of March 2025 exempted US companies; in 2026 the exemption became permanent. A non-resident's LLC in Delaware, Wyoming or Florida files no BOI report.

Transparency has simply moved to the bank. The FinCEN customer due diligence rule (31 CFR 1010.230) requires a bank opening an account to identify everyone who owns 25% or more of the company and one person who controls it. Expect questions on passports, addresses and often the source of funds.

What the public registry shows depends on the state. In Delaware the certificate of formation contains only the name, the registered office address and the registered agent's details (section 18-201 of the LLC Act). In Florida the annual report must state the name and address of at least one person with authority to manage the company (section 605.0212), and this becomes part of the state's official record.

A bank account for the LLC, and Russian and Belarusian citizens

Almost anyone can register an LLC; not everyone can open an account for it. Banks review the people behind the company.

Without a trip to the US, the realistic option is fintech services with online applications. Mercury, for example, says it serves US companies whose founders live abroad. Conditions: a US-formed company with existing or planned US operations and a real principal business address, not the registered agent's address or a PO box. The application needs formation documents, the IRS document with the EIN and an ID for every owner of 25% or more. Mercury also has a list of countries whose residents it cannot serve: check it before applying.

Traditional US banks set their own rules for non-residents; confirm them before you travel or apply. More on the US business account and US personal account pages.

Russian and Belarusian citizens

Citizenship alone does not bar anyone from owning a US LLC. For US providers, what matters is where the person is located. Since 7 June 2022, an OFAC (Office of Foreign Assets Control, a US Treasury office) determination under Executive Order 14071 has prohibited providing accounting, trust and corporate formation, and management consulting services from the US or by US persons to any person located in Russia. So US companies cannot by law help someone living in Russia to form one.

Russians living elsewhere have it easier: the ban follows location, not passport. Banks will still check the source of funds, sanctions lists and, most likely, ties to Russia. Belarusian citizens should expect the same enhanced review.

A US company does not give you a visa or residence permit. Moving requires separate programmes, such as the EB-5 investor green card or the International Entrepreneur Parole startup programme (permission to enter and stay for startup founders). All options are on the United States page.

What we do

We start by asking whether you need a US company at all. Sometimes the honest answer is no.

• we choose the state and the form, LLC or C corporation, and tell you plainly if the US does not suit you;
• we check the name and prepare the formation documents and operating agreement;
• we file with the state registry and engage a registered agent who provides the company's legal address;
• we obtain the EIN from the IRS on Form SS-4;
• we bring in Murblz accounting and tax specialists for Form 5472, tax returns and annual state payments;
• we prepare the document pack for the bank and help open the account;
• we arrange apostilles and translations of US documents.

Legal representation, meaning advice on US law, disputes, representation before authorities and in court, is handled by Murblz specialists together with partners licensed in the US. Other countries are in the company registration and company registration abroad sections, and everything about the country is on the United States page.

See also

Business account · Personal account · Investment property · All country programs

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