How to Set Up a Company in the USA as a Foreigner (2026)

The US company landscape for non-residents

The US is unusual: there are 50 state jurisdictions, each with its own company law. For international founders, the relevant choices are:

Wyoming LLC: Cheapest to form and maintain ($100 formation, $60/year). No state income tax. Strong asset protection laws. Privacy-friendly (no public beneficial ownership register). Best for most international founders who simply need a US legal entity.

Delaware LLC: More expensive ($90–200 formation, $300+ franchise tax/year) but considered the gold standard for institutional credibility. Delaware's Court of Chancery has the world's most developed corporate law precedent. Standard choice if you may raise US institutional VC (as an LLC) or have US entity as subsidiary of a larger structure.

Delaware C Corporation: Required for US institutional VC investment. Supports preferred stock, QSBS tax exemption for US shareholders, options/RSAs with established legal framework. Not needed for most international founders until they are fundraising from US VCs.

New Mexico LLC: No annual report, no annual fee, good privacy. Attractive for cost-conscious founders who want zero ongoing state costs.

This guide focuses on the Wyoming LLC — the most practical choice for the majority of international founders.

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Step 1: Choose your state and entity type

For most international founders starting a US company to access US banking, payment processors (Stripe US, PayPal, Amazon), or US clients:

Recommended: Wyoming LLC

• Why:
• $100 state filing fee; $60/year annual report fee
• No state income tax on LLC income
• Strong charging order protection (harder for creditors to reach your membership interest)
• No public disclosure of member names in the state records
• Simple annual maintenance

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Step 2: Appoint a Registered Agent

Every US LLC must have a registered agent in the state of formation — a person or company with a physical street address (not PO box) in Wyoming who can receive legal documents and official correspondence on behalf of the LLC.

• Options:
• Northwest Registered Agent: ~$125/year (well-regarded for privacy, includes forwarding)
• Incfile: ~$119/year
• Registered Agents Inc: ~$200/year
• Many formation services include first year free

The registered agent's address can serve as your LLC's official business address.

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Step 3: File Articles of Organization

File the LLC formation documents with the Wyoming Secretary of State:

• Online via Wyoming Secretary of State's website (sos.wyo.gov):
• Articles of Organization: $100 filing fee
• Processing: Usually 1–5 business days; expedited (1 day) for $50 additional
• You provide: LLC name, registered agent, principal office address, organizer's details (can be you or the registered agent)

Name requirements: Must include "LLC," "L.L.C.," "Limited Liability Company," or equivalent. Name must be distinguishable from existing Wyoming LLCs.

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Step 4: Obtain an EIN (Employer Identification Number)

• An EIN is the US equivalent of a company tax number — required for:
• Opening a US bank account
• Filing US tax returns
• Setting up payroll (if you hire US employees)
• Establishing Stripe, PayPal, Amazon accounts

How to get an EIN as a non-US resident without an SSN:

Method 1 — Phone (most reliable for non-residents): Call the IRS International EIN line: +1 267 941 1099 (Monday–Friday, 6am–11pm ET). Have ready: your passport, LLC documents, business address. An IRS agent assigns the EIN immediately by phone. This is the IRS's official method for non-resident applicants.

Method 2 — Fax Form SS-4: Fax a completed IRS Form SS-4 to the IRS. Processing: 4–8 weeks. Slow but works if you can't call.

Method 3 — Via a service: Many registered agents and formation services offer EIN retrieval for $50–100. They submit via fax and forward the EIN when received.

EIN is free when obtained directly from the IRS.

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Step 5: Draft an Operating Agreement

• Wyoming doesn't legally require a written Operating Agreement, but you should have one. It's an internal document (not filed anywhere) that establishes the LLC's governance:
• Membership interests and percentages
• Profit and loss allocation
• Manager-managed vs member-managed
• Voting rights
• Transfer restrictions on membership interests
• Dissolution procedures

For a single-member LLC (you as sole owner), a simple operating agreement covers the basics. Templates available from Northwest Registered Agent and similar services (free or ~$50). For multi-member LLCs, get a lawyer to draft a proper agreement.

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Step 6: Open a US bank account

The combination of Wyoming LLC + EIN unlocks US banking:

• Mercury Bank (mercury.com):
• Fully online application; no US presence required
• Accepts non-US residents with a Wyoming or Delaware LLC + EIN
• No monthly fees, no minimum balance
• Full ACH, domestic wire, and international wire capability
• Physical and virtual debit cards
• FDIC-insured via partner banks (Evolve Bank & Trust, Choice Financial Group) up to $250,000
• Stripe, PayPal, Amazon integration

• Apply with:
• LLC Articles of Organization
• EIN confirmation letter from IRS (the IRS issues a written EIN confirmation — keep this)
• Your passport
• Business description

Relay (relayfi.com) is a good alternative to Mercury with similar features.

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Step 7: Critical — File Form 5472 annually

This is the step most international LLC owners miss, and the consequences are severe.

Who must file: Every foreign-owned (non-US-owner) single-member LLC must file Form 5472 (Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business) along with a pro forma Form 1120 (US Corporation Income Tax Return) annually, even if the LLC has zero income.

Deadline: March 15 for calendar-year LLCs (September 15 with extension).

Penalty for non-filing: $25,000 per form per year. This is automatic — there is no waiver for "I didn't know." The IRS assesses this penalty mechanically.

Cost to file: A US CPA charges $500–1,200 to prepare and file Forms 5472 and 1120. This is your single most important annual cost for a US LLC.

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Total real cost (Year 1)

Annual (Year 2+): ~$800–1,325 (registered agent + CPA + Wyoming annual report)

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State tax considerations

Wyoming LLC: 0% state income tax on LLC income.

Nexus warning: If you or your employees physically operate in other US states (California, New York, Texas, etc.), those states may assert nexus — the right to tax income attributable to activities in their state. For a non-US resident who never sets foot in the US, this is generally not a concern. For remote US employees working in their home states, it can be.

Sales tax: US has no federal VAT/GST. Sales tax is state-level, varies 0–10%+ by state. Economic nexus rules (post-South Dakota v. Wayfair, 2018) mean you may need to collect and remit sales tax in states where you exceed a sales threshold (typically $100,000/year or 200 transactions) — even without a physical presence.

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Who should set up a US LLC

✅ Non-residents needing Stripe US, PayPal US, Amazon FBA Seller Central ✅ Anyone selling in the US market and wanting US-based infrastructure ✅ Founders who want a credible US entity without needing a US address or person ✅ Those who want USD banking without the complexity of other structures

❌ Founders planning to raise US institutional VC (use Delaware C Corp) ❌ Those who want US personal tax residency (the LLC alone doesn't help; you need a US visa) ❌ Those with significant US-source income who want to minimise US tax (more complex — get a CPA)