How to Open an LLC in the USA as a Non-Resident

Can non-residents form a US LLC?

Yes. US states do not require LLC owners to be US citizens or residents. You need a registered agent in the formation state, accurate formation details, and — for most practical uses — an EIN from the IRS.

Step 1: Choose a formation state

Founders without US operations often compare Wyoming and Delaware. Wyoming's annual license tax is $60 or 0.0002 times assets located and employed in Wyoming, whichever is greater. Delaware's current annual LLC tax is $400 under §18-1107(b) and current filing instructions; an older FAQ still quotes $300. Check current official instructions when paying, and do not confuse LLC annual tax with C corporation franchise-tax methods. Operations elsewhere may also require registration and separate state tax analysis.

Step 2: Appoint a registered agent

State law requires a registered agent with a physical address in the state to receive legal and official notices. Non-residents use a commercial agent service.

Step 3: File your formation documents

File the Articles of Organization (Delaware calls it a Certificate of Formation) with the Secretary of State. State processing times vary. Afterwards, prepare an operating agreement that documents ownership and management.

Step 4: Get an EIN

If the LLC and its responsible party have no US residence, principal place of business or office, the IRS international applicant process for Form SS-4 applies (telephone, fax or mail) instead of the online application. The EIN is needed for banking and federal filings.

What to prepare before you start

Formation itself is a short filing, but the information you put on it follows the company for years. Spending time on preparation avoids changes and amendments later.

• A company name that meets the state's naming rules, including the required ending such as LLC, and that is not already taken on the state register.
• The full legal names of all members and how ownership is split between them.
• A decision on whether the LLC will be managed by its members or by appointed managers.
• A registered agent in the formation state.
• A reliable email address and a mailing address you will be able to keep up to date.
• A clear description of what the business will do, which banks and payment processors will ask about.
• Passport copies for every owner, which many providers and banks request.

Comparing states with official information

When comparing formation states, gather the same facts for each one from its official Secretary of State website: the formation filing and its fee, the annual report or franchise tax rules, the information that becomes public on the state record, and the requirements for registered agents. Write the answers in a simple table with the date you checked them.

Then add the factors that are specific to you: where you will actually work, whether you plan to hire in the United States, whether investors expect a particular state, and how comfortable you are with each state's ongoing paperwork. The right state is the one whose total obligations fit your plans, not simply the one with the lowest first-year cost.

Single-member or multi-member LLC

The number of owners affects how the IRS treats the LLC by default. A single-member LLC is generally disregarded as separate from its owner for federal income tax purposes unless it elects otherwise, while an LLC with two or more members is generally treated as a partnership by default. Other classification elections are possible, and each brings its own filings.

These defaults are federal starting points, not advice about which structure suits you. Treatment in your country of residence can differ completely, so discuss the choice with a qualified adviser before adding partners or changing ownership.

What an operating agreement should cover

Most states do not ask you to file the operating agreement, but it is the document that explains how your company works. Banks sometimes request it, and it becomes essential if a dispute or a change of ownership ever happens.

• Who the members are and what percentage each one owns.
• Whether the company is member-managed or manager-managed, and who can sign on its behalf.
• How profits and losses are allocated and how money is taken out of the company.
• What happens if a member wants to leave, dies or sells their share.
• How decisions are made and which decisions need unanimous agreement.

Documents you should have once the LLC exists

When the filing is accepted, collect the core documents in one place before moving on to banking. Most later steps ask for some combination of them, and having clean copies ready saves repeated requests.

• The filed articles of organization or certificate of formation, as stamped or confirmed by the state.
• The signed operating agreement.
• The registered agent's details and service agreement.
• The IRS EIN confirmation once it arrives.
• Passport copies and proof of address for each owner, which banks commonly request.
• A short written description of the business model, main customers and expected countries of activity.

Banks and payment processors make their own risk assessments and may still ask for more information, such as contracts, invoices or a website. Being organised does not guarantee approval, but it makes the review faster to respond to and easier to understand.

A hypothetical formation sequence

Take a hypothetical founder, Sofia, who lives in Buenos Aires and sells online courses. She has no US office or employees. She compares Wyoming and Delaware on the official state sites, chooses one, appoints a commercial registered agent and files the articles of organization through a formation provider.

Once the state record shows her LLC, she signs a single-member operating agreement, applies for an EIN using the international route described in the Form SS-4 instructions and stores the confirmation. She then applies to a business bank, prepared for questions about her activity and customers. Finally, she adds the state annual deadline and the federal Form 5472 review to her calendar. The order matters: each step relies on documents produced by the step before it. This sequence is an illustration, not a promise of how long any step will take.

Common formation mistakes

• Choosing a state only because of a low headline fee, without checking annual costs and reporting rules.
• Forming in one state while having a physical office in another and forgetting that registration may be needed there too.
• Skipping the operating agreement because the state does not require it to be filed.
• Mixing personal and business money in the same account, which makes bookkeeping and tax reporting harder.
• Assuming that a US company has no reporting duties when it has no US income.
• Assuming that forming abroad changes how you are taxed at home without asking a local adviser.

Building a simple compliance calendar

After formation, put every recurring obligation into one calendar with reminders well before each due date. Typical entries include the state annual report or franchise tax, the renewal of the registered agent service, the federal Form 5472 review for years with reportable related-party transactions, and any filings in your own country. Check the official due dates each year rather than copying them from an old article, because states and agencies can change them.

Step 5: Banking and ongoing compliance

• Apply for a business account; banks and fintech providers each apply their own approval criteria, so approval is never guaranteed.
• File the state's annual report or pay franchise tax where required.
• A foreign-owned disregarded LLC files Form 5472 with a pro forma Form 1120 for any year with reportable related-party transactions — such as formation funding or distributions — even with zero income.
• Under FinCEN's current rule, US-created companies, including foreign-owned US LLCs, are exempt from BOI reporting.

No US office does not guarantee no US tax. The foreign owner may have effectively connected income (ECI) or US-source fixed, determinable, annual or periodical (FDAP) income. FDAP is generally subject to 30% gross withholding unless a treaty or another rule changes that result; ECI generally follows net-income taxation. Home-country treatment depends on local classification, law and treaty relief rather than a universal always-taxed rule. Speak to qualified advisers in the relevant jurisdictions.

Sources

• Wyoming Secretary of State — Business Division
• State of Delaware — Delaware Code Title 6, Chapter 18, §18-104 (registered office and agent)
• Internal Revenue Service — Employer Identification Number
• Internal Revenue Service — Instructions for Form SS-4
• Internal Revenue Service — Instructions for Form 5472
• FinCEN — Beneficial Ownership Information Reporting
• IRS — Effectively connected income
• IRS — Taxation of nonresident aliens: ECI and US-source FDAP
• Wyoming Secretary of State — Wyoming annual license tax FAQs
• Delaware Division of Corporations — Delaware current annual LLC tax filing instructions
• Delaware Code — §18-1107(b): annual LLC tax

This article is general information, not legal or tax advice.