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A USA company is created under the law of a single state. There is no national companies register: each state records the LLCs and corporations formed under its statutes, and the federal level comes in through tax, with the IRS issuing the Employer Identification Number (EIN) that identifies the company on returns and to banks. For an owner abroad it is a domestic entity that contracts, invoices and holds accounts in its own name.
Two vehicles cover nearly every case. The limited liability company (LLC) is what most founders abroad choose: one owner or several, an operating agreement instead of a board, and by default no federal income tax on the company itself. The C corporation fits a business that will issue shares to investors or keep its profits inside. For Delaware, see our Delaware company guide.
| Form | Owners and management | Federal tax by default | Can a nonresident own it? |
|---|---|---|---|
| LLC | Members under an operating agreement, run by the members or by managers | Disregarded with one member, a partnership with two or more; corporate treatment by election on Form 8832 | Yes |
| C corporation (Inc, Corp) | Stockholders, a board of directors and officers | Pays corporate income tax at 21% of its taxable income | Yes |
| S corporation | A small business corporation: at most 100 shareholders and a single class of stock | Special status that only a qualifying corporation can elect | No, a nonresident alien may not hold its shares |
The filing, the agent’s consent and the EIN application are set out on our page on company formation in the USA.
Any state will form a company for owners living anywhere, and the state of formation decides the formation document, the agent rules and the yearly state filing, but not where the company is taxed. A company trading in another state registers there as a foreign entity, Florida for one requiring a certificate of authority, and that state’s taxes follow: the Texas franchise tax reaches every taxable entity doing business in Texas, wherever formed. Start with where the business will operate, then weigh the rest:
| Tax | Position in 2026 |
|---|---|
| Federal corporate income tax | 21% of a C corporation’s taxable income under 26 U.S.C. 11(b), in every state; an LLC with its default classification pays none itself |
| State corporate income tax | Highest top rate 11.5% (New Jersey); 8.7% in Delaware on income apportioned there; 5.5% in Florida; 4.99% in Georgia; none in Nevada, Ohio, South Dakota, Texas, Washington and Wyoming, of which Nevada, Ohio, Texas and Washington tax gross receipts instead |
| Texas franchise tax | 0.75%, or 0.375% for retail and wholesale, with a yearly report even when no tax is due |
| VAT and sales tax | No VAT and no federal sales tax; sales tax is levied by 45 states and by local governments, while Alaska, Delaware, Montana, New Hampshire and Oregon have no statewide sales tax |
| Income paid to foreign owners | Most US-source income of a foreign person, dividends included, bears 30% US tax unless a treaty lowers or removes it |
No state requires LLC members, LLC managers, stockholders or directors to be US citizens or residents, and one person abroad can fill every role. The conditions lie elsewhere: a registered agent with a street address in the state of formation, a responsible party on the EIN application, meaning the person who ultimately owns or controls the entity, and, for a foreign owner, no S corporation.
No federal register of owners applies to a domestic company. Under FinCEN’s interim final rule of March 2025, made permanent by its final rule of 11 August 2026 with effect from 14 August 2026, companies formed in the United States are no longer reporting companies under the Corporate Transparency Act; only entities formed abroad and registered to do business in a state still report, and they omit US persons.
Each state obliges a company to maintain a registered agent at a street address within its borders. We arrange an agent that satisfies the statute of the state concerned; it accepts legal papers on the company’s behalf and is shown in the public formation filing, while holding no office in the company and no part of its ownership.
| Who receives it | What | When |
|---|---|---|
| IRS | Form 1120 from every C corporation, taxable income or not | 15th day of the fourth month after the year end |
| IRS | Form 5472 with a pro forma Form 1120 from an LLC with one foreign owner, by fax or post only | With the corporate deadline, for each year with reportable transactions |
| Wyoming | Annual report | First day of the month in which the company was formed |
| Florida | LLC annual report | 1 January to 1 May |
| Texas Comptroller | Franchise tax report, or an information report where no tax is due | 15 May |
| Delaware | Corporation: annual report with franchise tax. LLC: annual tax, no report | 1 March; 1 June |
A state filing left undone can end the company: Wyoming makes an entity subject to dissolution once its annual report is 60 days late, and Florida dissolves an LLC whose report misses the third Friday in September.
A US bank must obtain the company’s EIN as its taxpayer identification number, and under FinCEN’s customer due diligence rule it identifies every 25% owner and one controlling person. Platforms that take foreign-owned companies want a genuine business address, not a registered agent, virtual office or mail-forwarding address. A US shelf company comes without a usable account, since our offer page counts most US states among places where banks fully re-onboard a company after a change of owner. Providers are compared on our page on bank accounts for US companies.
A new company suits most owners: you pick the state, form and name, and Wyoming and Texas file online. The EIN procedure is identical either way. Start with company formation in the USA.
A ready-made company earns its place only where a counterparty asks for an entity formed before a certain date. It brings that date and its filing history, never credit or trading history, and Michigan’s Attorney General acted in 2024 against a seller alleged to have marketed age for favourable treatment. Our page on a ready-made company in the USA lists the records to check; see also our guide to aged shelf companies.
We form LLCs and corporations in the state that fits and supply ready-made ones. We draft the formation or transfer documents, make the filings with the state and the IRS, and help assemble the bank application. If we have a working contact at a bank or platform that suits the company, we make the introduction; the bank alone decides.
No. An LLC formed in any state is a domestic US entity with a registered agent there. With a single foreign owner it files Form 5472 with a pro forma Form 1120 for every year with reportable transactions, and US-source income paid to a foreign person usually bears 30% withholding. For a company in a jurisdiction without corporate income tax, see our guide to offshore shelf companies.
Not on a federal one: US-formed companies send FinCEN no beneficial ownership report. State records differ. A Wyoming or Delaware LLC’s formation filing shows the registered agent and the addresses but no members, a Texas certificate of formation shows the first managers or members, and a Florida annual report shows at least one person with authority to manage. Banks still identify every owner of 25% or more.
Yes. A C corporation files Form 1120 every year whether or not it earns anything, and a single-member LLC with a foreign owner files Form 5472 for each year with reportable transactions, which include money paid in or taken out. State filings continue regardless of activity, from Wyoming’s and Florida’s annual reports to the Texas information report and Delaware’s yearly taxes.
Rarely. An LLC treated as fiscally transparent is not itself a resident for treaty purposes, so treaty benefits pass only to members who are US residents, and a foreign-owned LLC usually has no treaty claim of its own. Most US treaties also limit benefits to qualifying residents. Without a treaty, US-source income paid to a foreign person bears 30%.
Unsure which state or form suits your business? Tell us where it will operate and who will own it, and we will set out the options. Contact us, or message us on Telegram or WhatsApp at +48 663 247 166.