Forming a company in the United States can give international entrepreneurs access to the US market, customers, suppliers, financial institutions, and business infrastructure. However, US company formation for non-residents involves more than registering an LLC or corporation.
You also need to choose the right state and legal structure, appoint a registered agent, obtain an Employer Identification Number (EIN), arrange banking, and understand your federal and state tax obligations.
This guide explains the general process of forming a company in the United States as a non-resident, regardless of which state you choose. For information specifically about incorporating in Delaware, see our Delaware company formation guide.
Important: US business, tax, reporting, and banking requirements vary depending on the company’s activities, ownership, state, and tax classification. This guide provides general information and is not a substitute for legal or tax advice.
Can a Non-Resident Form a Company in the USA?
Yes. Non-US residents can generally form a US company, including an LLC or corporation, without becoming US residents or citizens.
However, forming a company does not automatically give the owner the right to live or work in the United States. Immigration status, business formation, tax residence, and authorization to work in the US are separate matters.
For many international entrepreneurs, an LLC is a common starting point because of its flexible management structure and relatively straightforward formation process. A corporation may be more appropriate for businesses seeking outside investment, issuing shares, or pursuing a particular corporate structure.
The right choice depends on factors such as:
- The nature of your business
- Where your customers and employees are located
- Whether you will have a physical presence in the US
- Your expected revenue and expenses
- Whether you plan to raise investment
- The number and location of owners
- Your US and non-US tax obligations
- Your long-term business plans
Why Do International Entrepreneurs Form Companies in the USA?
The United States has one of the world’s largest consumer and business markets and offers access to established financial, technology, logistics, and commercial infrastructure.
Depending on the business, US incorporation may help an international entrepreneur:
- Establish a legal entity for US operations
- Contract with US customers and suppliers
- Access US payment and financial services
- Establish a business presence in the US market
- Separate business activities from the owner’s personal affairs
- Build a structure suitable for future expansion or investment
However, incorporating in the United States does not automatically reduce taxes or guarantee access to US banking, investment, or government incentives. Those outcomes depend on the company’s circumstances and the applicable federal, state, and local rules.
Choosing the Right US State
One of the first decisions is determining where to form the company.
The United States does not have one single company-registration system. Business entities are generally formed under state law, and each state has its own rules, fees, filing requirements, and tax considerations.
Should a Non-Resident Form a Company in Delaware?
Delaware is well known for its business-friendly corporate law and is commonly used by larger companies and businesses seeking investment.
However, Delaware is not automatically the best state for every non-resident business.
If your company will actually operate in another state, you may need to register there as a foreign entity and comply with that state’s tax and reporting requirements. Incorporating in Delaware does not necessarily eliminate obligations in the state where your business operates.
For businesses that do not require a US physical presence, other states may also be considered, depending on the company’s objectives and ownership structure.
See our dedicated Delaware company formation guide for a state-specific explanation.
LLC or Corporation: Which Structure Should You Choose?
The two structures most commonly considered by international entrepreneurs are the Limited Liability Company (LLC) and the corporation.
Limited Liability Company (LLC)
An LLC can provide liability protection while offering a flexible management structure.
It may be suitable for:
- Small and medium-sized businesses
- Consultants and professional service providers
- Online businesses
- International entrepreneurs operating without US employees
- Businesses with one or several owners
An LLC can also have different federal tax classifications depending on its ownership and elections.
Corporation
A corporation may be appropriate for businesses that:
- Expect to raise venture capital or other outside investment
- Plan to issue shares to investors
- Need a more formal corporate structure
- Expect to scale significantly
- Have specific investor or financing requirements
The choice between an LLC and corporation should be made with both US and home-country tax consequences in mind.
Step-by-Step: How to Form a US Company as a Non-Resident
Step 1: Define Your Business Structure and Activities
Before filing anything, establish:
- What the company will do
- Who will own it
- Where the owners are resident
- Where customers will be located
- Whether employees will be hired
- Whether the company will have a US office
- Whether the business will hold inventory or other US assets
- Whether the company will have a physical presence in a particular state
These factors can affect both state registration and taxation.
Step 2: Choose the State of Formation
Compare states based on:
- Formation fees
- Annual or periodic reporting requirements
- State taxes
- Registered-agent requirements
- Privacy considerations
- Business laws
- Whether you will actually operate in the state
A state with no individual income tax or no corporate income tax is not necessarily tax-free for a business. Federal taxes, state-level taxes, franchise taxes, sales taxes, employment taxes, and other obligations may still apply.
Step 3: Choose and Check Your Company Name
Your proposed company name must satisfy the requirements of the state where you are forming the entity.
Generally, the name must:
- Be distinguishable from existing registered entities
- Include the appropriate designation, such as “LLC” where required
- Avoid prohibited or restricted terms
- Comply with the state’s naming rules
A company-name search should be completed before filing.
If you intend to operate under a different trading name, you may also need a DBA (Doing Business As) or equivalent registration.
Step 4: Appoint a Registered Agent
Most US states require an LLC or corporation to maintain a registered agent in the state of formation.
The registered agent receives official correspondence and legal documents on behalf of the company.
For non-resident owners who do not live in the United States, using a professional registered-agent service is often necessary.
Step 5: File the Formation Documents
The next step is to submit the required formation document to the relevant state authority.
For an LLC, this is commonly called Articles of Organization or a similar name.
For a corporation, it is generally called Articles of Incorporation or Certificate of Incorporation.
Once the state accepts the filing, the company legally exists under that state’s law.
Step 6: Prepare an Operating Agreement or Corporate Documents
An LLC should generally have an Operating Agreement, even where state law does not require one to be filed with the formation application.
It can document:
- Ownership percentages
- Member contributions
- Management responsibilities
- Voting rights
- Distribution arrangements
- Procedures for admitting or removing members
- What happens if an owner leaves the company
Corporations generally require a different set of organizational documents, such as bylaws, shareholder information, and initial resolutions.
Step 7: Obtain an Employer Identification Number (EIN)
An Employer Identification Number (EIN) is a federal tax identification number issued by the IRS.
A US company will commonly need an EIN for purposes such as:
- Federal tax filings
- Opening certain business bank accounts
- Hiring employees
- Working with financial institutions
- Other business and tax-related activities
A non-resident owner does not necessarily need an SSN or ITIN simply to form a US company, although the EIN application process can differ depending on the applicant’s circumstances and the information available to the IRS.
The EIN should be obtained using the current IRS procedure applicable to the company and its responsible party.
Step 8: Establish a Business Address and Contact Details
Your company may need a business or mailing address, depending on its activities and the requirements of banks, payment providers, government agencies, and other counterparties.
A registered-agent address and a business mailing address are not necessarily the same thing.
Non-residents should avoid assuming that a virtual address will satisfy every banking, licensing, tax, or operational requirement.
Step 9: Open a US Business Bank Account
Once the company has been formed and the required identification documents have been obtained, you can apply for a business bank account.
Banks and financial institutions determine their own onboarding requirements. They may request:
- Certificate/articles of formation
- EIN confirmation
- Operating agreement or corporate documents
- Passport or government-issued identification
- Proof of residential address
- Information about the business activities
- Expected transaction volumes
- Information about owners and beneficial owners
- Evidence explaining the source of funds
Company formation does not guarantee that a bank will approve an account.
Some banks may allow remote onboarding for eligible non-resident customers, while others may require an in-person visit.
Step 10: Understand Your US Tax and Reporting Obligations
This is one of the most important parts of US company formation for non-residents.
Creating a US company does not mean that you only need to file the company’s formation documents. Depending on the structure and activities of the business, you may have federal, state, and local tax or information-reporting obligations.
These can include:
- Federal income-tax filings
- Information returns
- State tax filings
- Franchise or annual-report obligations
- Sales and use tax
- Payroll and employment taxes
- Local business taxes or licenses
- Beneficial-ownership or other regulatory reporting, where applicable
The requirements for a foreign-owned US LLC can differ substantially from those of a US-owned company or corporation.
For this reason, non-resident owners should determine their filing obligations before the first tax deadline, rather than assuming that having no US employees or physical office means there are no US filing requirements.
Practical Document Checklist for Non-Residents
The exact documents depend on the state, entity type, bank, and business activities, but you may need:
Owner documents
- Valid passport or government-issued identification
- Proof of residential address
- Contact information
- Tax identification information from your country of residence, where applicable
- Information about other owners or beneficial owners
Company-formation documents
- Proposed company name
- Articles of Organization or Articles of Incorporation
- Registered-agent information
- Operating Agreement or corporate bylaws
- Ownership/member information
- Initial resolutions, where applicable
- State formation certificate
EIN and tax documents
- EIN application information
- EIN confirmation notice
- Relevant federal tax forms
- State tax registrations, where applicable
- Sales-tax registration, where applicable
Banking documents
- Formation certificate
- EIN confirmation
- Operating Agreement or corporate documents
- Passport/identification
- Proof of address
- Business website or description
- Description of expected business activities
- Information about expected transactions and source of funds
How Long Does US Company Formation Take?
The formation timeline varies by state, filing method, document requirements, and whether expedited processing is available.
The overall process can take longer than the state registration itself because company formation, EIN processing, bank onboarding, licensing, and tax registration are separate processes.
A practical timeline should therefore allow for:
- State selection and preparation
- Name availability checks
- State formation
- EIN application
- Banking due diligence
- Any required state or local registrations
- Tax and compliance setup
How Much Does It Cost to Form a Company in the USA?
There is no single nationwide price for US company formation.
The total cost can include:
- State formation fees
- Registered-agent fees
- Annual report or franchise-tax fees
- Business licenses
- EIN-related professional services, if applicable
- Accounting and tax services
- Legal services
- Banking costs
- Virtual office or mailing-address services
- State and local tax obligations
The cost of maintaining the company can therefore be more important than the initial incorporation fee.
Common Mistakes Non-Residents Should Avoid
Choosing a state based only on its tax rate
A low-tax state may not be the right choice if the business actually operates elsewhere.
Assuming incorporation eliminates US taxes
Company formation and tax liability are separate issues. A company can have filing or tax obligations even when the owner lives outside the United States.
Treating the EIN as the only tax requirement
An EIN identifies the business for federal tax purposes, but it does not replace required tax returns, information reporting, state registrations, or licenses.
Assuming every bank accepts non-resident owners
Banks conduct their own compliance checks and can require additional documentation or an in-person visit.
Ignoring the owner’s home-country tax rules
A US company can have consequences in the owner’s country of tax residence. Cross-border tax advice should therefore consider both jurisdictions.
Frequently Asked Questions
Can a non-resident open a company in the USA?
Yes. Non-US residents can generally establish US business entities, subject to the applicable state and federal requirements. However, company ownership does not by itself provide US immigration or work authorization.
Do I need to live in the USA to form an LLC?
No. A non-resident can generally form a US LLC without living in the United States. State-specific requirements still apply, including the requirement for a registered agent in the state of formation.
Can a foreigner own 100% of a US LLC?
In many circumstances, yes. US LLCs can have foreign owners, including a single foreign owner. The company’s tax and information-reporting obligations depend on its structure, ownership, and activities.
Do non-residents need an SSN to form a US company?
Not necessarily. A non-resident may be able to form a company and obtain an EIN without an SSN. The exact EIN application requirements depend on the applicant’s circumstances.
Do I need an EIN for a US company?
Many US businesses need an EIN for federal tax, banking, employment, or other administrative purposes. The specific requirement depends on the entity and its activities.
Can I open a US business bank account from outside the USA?
Possibly. Some financial institutions offer remote onboarding to eligible non-resident business owners, while others require an in-person application. Requirements vary by institution.
Does forming a US LLC mean I do not have to pay taxes?
No. Forming an LLC does not automatically eliminate US taxes or filing requirements. Federal, state, and local obligations depend on the company’s structure, activities, income, ownership, and location.
Which US state is best for a non-resident?
There is no universally appropriate state for every non-resident entrepreneur. The relevant factors include where the business operates, its ownership structure, tax position, banking needs, employees, customers, and long-term plans.
Is Delaware the only state suitable for foreign entrepreneurs?
No. Delaware is one option, but non-residents may consider other states depending on their business model and objectives. The state of actual operations can be particularly important.
Can I form a US company without having a US office?
In many cases, yes. A business may be able to operate without a traditional US office. However, the company may still need a registered agent and may require an appropriate mailing or business address for particular purposes.
Does a US company give me the right to work in the United States?
No. Company ownership and immigration/work authorization are separate matters. If you intend to physically work in the United States, you should determine which immigration rules apply to your circumstances.
What documents do I need to form a US company as a non-resident?
Common documents include a passport or other government-issued identification, residential-address information, proposed company details, formation documents, registered-agent information, ownership information, and documents required for the EIN and bank-account application.
Start Your US Company Formation
For non-residents, forming a US company is a multi-step process involving state selection, entity formation, an EIN, banking, and ongoing tax and compliance obligations.
The most important point is to select the structure and state based on how the business will actually operate—not simply on the lowest incorporation fee or the absence of a particular state tax.
If you need assistance with US company formation for non-residents, ICD Fiduciaries can help you understand the formation process and the documentation involved. Professional legal and tax advice should be obtained where your circumstances involve complex US or international tax issues.
Date: 29.09.2026.
