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The United States has no national companies register. An LLC or a corporation is created under the law of one state, by delivering a formation document to that state’s filing office: the Secretary of State in Wyoming and Texas, the Division of Corporations in Florida and in Delaware. The federal government comes in afterwards, through the IRS, which issues the Employer Identification Number (EIN) used on tax returns and by banks, and through FinCEN, whose beneficial ownership reporting no longer reaches companies formed in the United States.
To register a company in the USA you choose a legal form and a state, file there, and obtain the EIN, none of which requires US citizenship, residence or travel. If what you need is an earlier date of formation rather than a new filing, read our page on a ready made company in the USA instead.
Both forms limit the owners’ liability. What separates them for a foreign owner is how the IRS taxes them, which follows the form unless you elect otherwise.
| Point | LLC | C corporation (Inc or Corp) |
|---|---|---|
| Formation document | Articles of Organization (Wyoming, Florida) or Certificate of Formation (Texas, Delaware) | Articles or Certificate of Incorporation; in Texas a Certificate of Formation, Form 201 |
| Internal rules and owners | Operating agreement between the members | Bylaws, stockholders, a board of directors and officers |
| Default federal tax treatment | One member: disregarded, income reported by the owner. Two or more: partnership. Either may elect corporate treatment on Form 8832 | Taxed as a separate entity at 21% of taxable income |
| Yearly federal filing even without income | If owned by one foreign person: Form 5472 with a pro forma Form 1120 for any year with reportable transactions | Form 1120, whether or not there is taxable income |
| Profit paid to a foreign owner | Depends on the classification | Dividends generally carry 30% US tax unless a treaty reduces it |
The S corporation, a third form American founders hear about, is closed to most foreign owners: under 26 U.S.C. 1361(b)(1)(C) it may not have a nonresident alien as a shareholder. A founder abroad therefore chooses between an LLC, which suits an owner-managed trading or service business, and a C corporation, which suits a company that will issue shares to investors or keep its profits inside. Treaties differ too: an LLC treated as fiscally transparent is not itself a treaty resident, so a foreign-owned LLC rarely benefits from a US tax treaty.
The foreign-owned single-member LLC has one filing to plan for from day one. For section 6038A the IRS treats it as a corporation, so it files Form 5472 with a pro forma Form 1120 by the corporate deadline; the formation, money paid in and money taken out are all reportable transactions. The form cannot be filed electronically, only by fax or post to the IRS in Ogden, and each form missed or substantially incomplete carries a penalty.
A company can be formed in any state, wherever its owners live. The state of formation decides the formation document, the recurring state filing and the state’s own taxes. The table compares the states people ask about most, on what each state publishes.
| State | LLC formation filing | What the filing must name | State tax on corporate income, 2026 |
|---|---|---|---|
| Delaware | Certificate of Formation | Name, registered office and registered agent (6 Del. C. 18-201); members and managers need not be named | 8.7% on income apportioned to Delaware |
| Wyoming | Articles of Organization, online through WyoBiz | Registered agent with a physical Wyoming address, mailing and principal office addresses; members not named | None |
| Florida | Articles of Organization (s.605.0201) | Principal office street and mailing addresses; registered agent’s name, Florida street address and written acceptance | 5.5% for corporations and for LLCs taxed as corporations; a disregarded single-member LLC files no separate return |
| Texas | Certificate of Formation, Form 205, online through SOSPortal | Registered agent and office, plus each initial manager, or each initial member if there are no managers | No corporate income tax; franchise tax at 0.75%, or 0.375% for retail and wholesale, on taxable entities, LLCs included |
Delaware has its own pages, reached from our Delaware hub. Two rules matter more than the table. A company formed in one state that transacts business in another registers there as a foreign entity: Florida bars a foreign LLC from transacting business until it holds a certificate of authority (s.605.0902), and Texas uses Form 304 for a foreign LLC and Form 301 for a foreign corporation. And Texas franchise tax reaches every taxable entity doing business in Texas, not only those formed there, so forming in a state without corporate income tax does not remove the taxes of the state where you trade.
Every LLC and corporation keeps a registered agent with a street address in its state of formation. Florida may dissolve an LLC administratively that stops maintaining one (s.605.0113 and s.605.0714). Wyoming wants a physical Wyoming address and refuses a drop box; Texas wants a street address, not a PO box. The agent receives legal process and official notices for the company.
That address is not an operating address: Mercury and Wise, which accept foreign-owned companies, turn down a registered agent, virtual office or mail-forwarding address as the business address, though Mercury accepts an owner’s home address abroad. Our page on bank accounts for US companies sets out what each provider asks for.
| Step | What happens |
|---|---|
| 1. Form and state | LLC or C corporation; state of formation; any other state where the business will trade |
| 2. Name | Available on that state’s register, with the required ending such as LLC; Texas also offers a name reservation on Form 501 |
| 3. Registered agent | The agent signs a consent or written acceptance, which Wyoming and Florida require |
| 4. Formation document | Filed with the state, online in Wyoming and Texas; the state returns the filed document and a file number |
| 5. Internal documents | Operating agreement for an LLC; bylaws, board resolutions and the issue of stock for a corporation |
| 6. EIN | Form SS-4 by telephone, fax or post for a founder abroad |
| 7. State taxes | Registration where the activity requires it, in each state where the company trades |
| 8. Bank account | The bank or platform runs its own checks on the owners and the business |
How long the state takes is for the state to say: Wyoming’s instructions, for example, give up to 15 business days for mailed filings and allow no expedited filing.
The EIN is the company’s federal tax number. The IRS issues it on Form SS-4, which names a responsible party: the person who ultimately owns or controls the entity. A founder abroad does not need an SSN or an ITIN for it; where the responsible party has neither and is not eligible for one, the IRS instructions say to enter “foreign” or N/A on line 7b.
The channel is what changes. The online application is closed to applicants with no legal residence, principal place of business or principal office in the United States. They telephone the IRS on 267-941-1099 (Monday to Friday, 6:00 a.m. to 11:00 p.m. Eastern time), fax the form, when the IRS says the number generally comes back within 4 business days, or post it and wait about 4 weeks. A third-party designee named on the form may receive the number and answer the IRS’s questions until the EIN is issued. A foreign-owned single-member LLC that needs the number for Form 5472 says so on line 9a.
Beneficial ownership reporting to FinCEN under the Corporate Transparency Act applied to most US companies from January 2024. An interim final rule announced on 21 March 2025 confined the reporting company definition to entities formed under foreign law and registered to do business in a state, and a final rule of 11 August 2026, effective 14 August 2026, made that permanent. As of October 2026 an LLC or corporation formed in any state files no BOI report, at formation or later. A company formed abroad that registers in a state still reports, under the 2025 deadlines within 30 calendar days of notice that its registration is effective, and leaves out US persons. The FinCEN database was never public.
The federal corporate income tax is 21% of taxable income under 26 U.S.C. 11(b), identical in every state. Every domestic corporation other than an exempt organisation files Form 1120 each year by the 15th day of the fourth month after its year end, taxable income or not. State tax comes on top where the state levies it; the highest top rate in 2026 is New Jersey’s 11.5%. Each state also has a recurring filing: in Florida an annual report between 1 January and 1 May, in Wyoming an annual report on the first day of the anniversary month, in Texas a franchise tax or information report by 15 May, and in Delaware an annual report and franchise tax by 1 March for corporations and an annual tax by 1 June for LLCs. Missing them can end in dissolution by the state.
A new filing gives you the name, state, form and documents of your choice. Buying an existing shelf company gives you the one thing a new filing cannot: a formation date already on the state’s record. That helps only if a counterparty asks for an entity formed before a given date. It brings no business credit, no trading record and no tax history, which our US ready-made companies page explains with the checks to run. See also our guide to off the shelf companies.
We can form a new LLC or corporation in the state you choose, or supply a ready-made one; prepare the formation or transfer documents and the filings with the state and the IRS; and help prepare the bank application. Where we have a working contact at a suitable bank or platform, we make an introduction, and the bank alone decides. Every state requires the company to keep a registered agent at a street address in that state, and we arrange one that meets the state’s own statute, such as a commercial registered agent registered with the Wyoming Secretary of State; the agent accepts legal papers for the company and is named in the public formation filing, but holds no office in the company and no part of its ownership. For an overview of the country, see our USA hub.
Tell us the state, the legal form and what the company will do, and we will tell you what the formation needs. Contact us, or write to us on Telegram or WhatsApp at +48 663 247 166.
Yes. No state requires an LLC member or manager, or a stockholder or director of a corporation, to be a US citizen or resident, and one person abroad can hold every role. The law does require a registered agent in the state of formation and a responsible party on the EIN application, and the S corporation is closed to a foreign owner. Banking, not registration, is where non-residents meet most conditions.
Choose the state, then file on its portal: Wyoming takes LLC filings through WyoBiz and Texas through SOSPortal. You need the company name, the registered agent’s name, street address and consent, and the company’s addresses; Texas also asks for the initial managers or members. Of the formation steps, only the EIN cannot be requested online from abroad.
No single state, because where the business operates matters as much as where it is formed. Wyoming and Texas levy no corporate income tax, though Texas charges franchise tax on taxable entities, LLCs included. Florida taxes corporations, and LLCs taxed as corporations, at 5.5%. Delaware is chosen mostly for its corporate law, covered on our Delaware pages. A company trading in another state registers there as well.
No. A responsible party without either number, and not eligible for one, writes “foreign” or N/A on line 7b of Form SS-4. What a founder abroad cannot do is apply online: the IRS takes such applications by telephone, by fax, or by post. Only one EIN is issued per responsible party per day.
No. Since FinCEN’s interim final rule of March 2025, made permanent by the final rule effective 14 August 2026, companies created in the United States are not reporting companies, so they file nothing at formation or after a change of owner. The duty survives only for companies formed under foreign law that register to do business in a state, and even those leave out US persons.
The federal rate for a C corporation is a flat 21% of taxable income. States add their own: in 2026 nothing in Wyoming or South Dakota, gross receipts taxes instead in Nevada, Ohio, Texas and Washington, 4.99% in Georgia, 5.5% in Florida, 8.7% in Delaware and up to 11.5% in New Jersey. An LLC taxed as a partnership or a disregarded entity pays no federal entity tax; its owners are taxed instead.
There is no national company number. Each state records the entity under a file number on its own register; Texas forms call it the file number issued to the filing entity by the secretary of state. At federal level the company is identified by its EIN, which banks and payment platforms ask for. Neither number changes when the company is sold.