Company Formation in United States (Delaware/Wyoming)

Company Formation in the USA — Register an Inc, LLC, LP or Branch

ShelfCompanies24 has been forming US companies for international clients since 1995. Our US registered-agent partners (covering all 50 states with focus on Delaware, Wyoming, New Mexico, Nevada, Florida and Texas) handle every step of company formation in the USA on a single fixed-price contract — from picking the right legal form and state through Secretary-of-State filing, IRS EIN application, FinCEN BOI Report and your first US bank account. Most clients are trading inside 1–2 weeks via state electronic filing, or in 2–5 working days via a ready-made off-the-shelf US entity.

Which US Legal Form Should You Register?

LLC — Limited Liability Company

The LLC is the most popular US business form for SMEs and international clients. Pass-through taxation by default; flexible governance.

• Capital: none statutory.
• Members: 1+, any nationality.
• Manager: Member-managed or Manager-managed.

Inc — C-Corporation

For VC-backed startups, public-listing candidates, complex governance, IP holdings.

• Authorised shares: standard 10,000,000.
• Shareholders: 1+, any nationality.
• Directors and officers: standard corporate governance.

Inc — S-Corporation

Pass-through Inc for US-resident shareholders only. Not suitable for foreign owners.

Other forms

• Limited Partnership (LP) — for fund structures
• Series LLC — for asset-segregation structures (Delaware, Wyoming, Texas)
• Foreign Branch / Foreign Corporation registration — for foreign companies operating in US states

Form	Min. capital	Formation time	Best for
LLC (Wyoming/NM)	None	1–2 weeks	Default — international SME, asset-protection
LLC (Delaware)	None	1–2 weeks	Sophisticated structures, IP holding
Inc / C-Corp	None	1–2 weeks	VC, IPO path, complex equity
LP	None	2–3 weeks	Fund structures
Foreign branch	Parent-dependent	2–4 weeks	Foreign multinational presence
Off-the-shelf US entity	Varies	2–5 days	Need immediate trading

Step-by-Step US Company Formation Process

1. Strategy call and entity choice

Confirm legal form (Inc vs. LLC), state choice (Delaware/Wyoming/NM/etc), member/director structure, business activity, banking preferences.

2. Name reservation with Secretary of State

Apply via the registered agent. Processing: same-day to 1–3 business days depending on state.

3. Drafting Articles of Incorporation/Formation and Operating Agreement (LLC) or Bylaws (Inc)

Drafted by our US partner. Standard documents for most uses; bespoke for sophisticated structures.

4. Secretary of State filing

Articles filed electronically. Processing varies by state: Delaware 1 business day; Wyoming 1–2 days; New Mexico 1–3 days.

5. EIN application

IRS Form SS-4 filed. EIN issued same-day for online application; 4–8 weeks for foreign-only-owner applications via fax. Required for banking.

6. FinCEN BOI Report

Filed within 30 days of formation under the Corporate Transparency Act. Identifies beneficial owners and company applicants.

7. State tax registration

State CIT, sales tax, employer taxes registered as relevant.

8. Bank account opening

Traditional banks (JPMorgan, BofA, Wells Fargo, Citi) typically require physical presence. Fintechs (Mercury, Brex, Relay, Wise) offer remote onboarding for foreign-owned LLCs.

US Corporate Tax Environment (2026)

• 21% federal CIT (C-Corp); pass-through for LLC/S-Corp by default.
• 0–9.99% state CIT — varies enormously.
• Sales tax 0–9.5%+ (state + local).
• 30% withholding on US-source dividends to non-US recipients (reduced under DTTs).
• R&D Tax Credit — federal credit for qualifying R&D expenditure.
• QBI deduction for pass-through (LLC, S-Corp) — up to 20%.
• FinCEN BOI Reporting from 1 Jan 2024.
• Pillar Two — not federally implemented as QDMTT; some states have GILTI conformity.

Frequently Asked Questions about US Company Formation

How long does formation in the US really take?

1–2 weeks via state electronic filing. Off-the-shelf transfer: 2–5 working days.

Best state for an international client?

Wyoming (0% state CIT, asset-protection, cost-effective) or New Mexico (privacy single-member LLC) for SMEs. Delaware for sophisticated structures and IP holdings.

Do I need to be US-resident?

No. LLCs and C-Corps welcome foreign owners (S-Corps do not). Registered agent must be US-based; we provide.

How is a US LLC taxed?

By default: pass-through (no entity-level US federal tax). Members report income on personal returns. Foreign-owned single-member LLCs with no US-source income may have minimal US tax liability (subject to specific facts and Form 5472/1120 reporting requirements).

What is FinCEN BOI Reporting?

Beneficial Ownership Information reporting under the Corporate Transparency Act, mandatory from 1 January 2024. Identifies beneficial owners and company applicants of most US entities. Penalties for non-compliance up to US$10,000 plus criminal liability.

How much corporate tax will my US LLC or Inc pay?

LLC default: pass-through (taxed at member level, not entity). Inc: 21% federal + state (0–9.99%). State varies dramatically; choose state strategically.

What comes after Secretary of State filing?

EIN, FinCEN BOI Report, state tax registration, bank account opening, ongoing compliance.

Related Services in the USA

• USA overview — economy, Inc, LLC, state choices
• Ready-made off-the-shelf US entity
• US corporate bank accounts
• Delaware specifically — focused page
• Alternative: Canadian corporation

Why Choose United States Over Comparable Jurisdictions

United States is one of several jurisdictions where ShelfCompanies24 maintains pre-formed entities and active formation services. Why pick United States for your LLC specifically? No FinCEN BOI for US entities (Mar 2025 IFR), DE/WY LLC is the headline reason — but it pays to understand the trade-offs against the alternatives. Below are concrete differentiators that matter when you’re pricing a structure decision against the actual operating profile of your business.

• 2026 corporate tax rate: 21% federal + 0-9.99% state.
• Formation timeline: 24 hours for new incorporation, 24 hours for shelf-LLC transfer.
• Capital efficiency: ShelfCompanies24 starting fees from EUR 1,500 (formation) and EUR 3,000 (shelf) — well-priced against the equivalent service from US accountants and lawyers approached directly, who typically operate hourly billing without all-in fixed-fee scoping.
• Banking access: our consultants pre-position your LLC with banks that accept the structure for your operating profile, rather than letting your application sit cold in an onboarding queue for 8-16 weeks.
• Strategic location: United States sits at a meaningful trade or treaty-network corner, which can move the after-tax economics of your structure compared to alternatives.

Substance, Pillar Two, and 2026 Regulatory Realities

Cross-border corporate structuring in 2026 is governed by a tighter web of rules than in any previous decade. Three forces shape every decision:

• OECD Pillar Two — global minimum effective tax rate of 15% on multinational groups with consolidated revenues above EUR 750 million. Where applicable, United States (like every modern jurisdiction) operates a Qualified Domestic Minimum Top-up Tax (QDMTT) so any top-up tax accrues locally rather than to a foreign parent jurisdiction. Smaller groups and standalone companies are out of scope of Pillar Two and continue under the regular United States tax regime.
• Beneficial-owner transparency — the State Secretary of State filings (state SoS) and United States’s beneficial-owner register cooperate to maintain a current record of every natural person controlling more than 25% of shares, voting rights, or profit distribution rights of any US corporate entity. We file the initial registration alongside incorporation and maintain it as part of the ongoing service.
• Substance expectations — passive holding companies face a reduced substance test; active income-generating activities face the full test (adequate staff, premises, and management presence in United States commensurate with the activity carried on). Your consultant maps your activity profile to the substance level needed before incorporation.

For United States specifically: 21% federal + 0-9.99% state; LLC pass-through default; FinCEN BOI for US entities REMOVED by interim final rule March 2025 – only foreign entities registered to do US business still file.

Common Pitfalls When Forming a US Company

Issues we routinely see when prospects come to us after attempting the process directly with local providers in United States:

• Underestimating documentation — incomplete KYC packs, missing apostille on cross-border documents, or notarisation defects routinely add 2-4 weeks to a 24 hours target. Our pre-flight document checklist eliminates this in advance.
• Picking the wrong legal form — choosing the LLC when an alternative US structure would have been better for the activity profile, or vice versa. Reorganisation later is expensive.
• Bank onboarding mismatch — applying to a bank whose product profile doesn’t match your transaction volume, currency mix, or industry. Re-applying after rejection signals risk to the next bank.
• Gaps in post-incorporation registrations — VAT/sales-tax thresholds, beneficial-owner deadlines, and sector-specific licences each have their own filing windows that the basic incorporation pack doesn’t cover.

Additional Questions about United States Formation

Can I change the registered name of a US LLC after acquisition or formation?

Yes. A name change is filed with the state SoS via a directors’ resolution and a routine filing — typically clears in 24 hours. We include up to one name change in the standard fee for both shelf-company purchase and new formation. Subsequent changes are billed at cost.

Will my US LLC have access to EU/EEA double-tax treaties?

United States maintains its own bilateral double-tax treaty network (specifics vary by country). Your consultant maps the relevant treaties for your operating profile during the initial scoping. Note that all modern treaties have been updated under the OECD Multilateral Instrument with anti-abuse principal-purpose tests, so genuine substance and commercial purpose matter for treaty entitlement.

How does ShelfCompanies24 protect client confidentiality?

Client information is held under contractual non-disclosure plus the professional-secrecy obligations applicable to corporate-service providers in our home jurisdiction. We do not share client identity or transaction details with third parties beyond what is statutorily required (KYC reporting, beneficial-owner-register filings, AML/CTF reporting where triggered). Our internal access to client files is logged and access-restricted by need-to-know.

What happens if United States changes its corporate-tax regime materially?

Material tax changes (rate moves, new minimum-tax regimes, treaty amendments) get communicated to active clients with our analysis of impact. Where the change is structural — for example the OECD Pillar Two implementation in United States or a domestic tax-base reform — we proactively flag clients whose structures may need restructuring and offer a pricing-defined remedial path. The client is not left to discover material regulatory change from their accountant or from media reports.

What is the difference between forming a LLC versus a branch of a foreign company in United States?

A LLC is a separate legal entity US-tax-resident with its own corporate tax filings and beneficial-owner record. A branch is an extension of a foreign parent — the foreign parent is the legal entity, the United States branch books local-source income but the parent’s overall tax liability cascades. Most foreign owners pick a LLC for liability ring-fencing and clean tax accounting; branches are sometimes preferred where the parent has specific group-relief or treaty considerations that depend on common legal personality.

Service Scope — What ShelfCompanies24 Delivers

Engaging us for your US new LLC formation covers the following deliverables under one fixed-fee proposal:

• Initial scoping call — free, 30-45 minutes, with a US-experienced consultant who maps your business model to the right structure.
• KYC pack preparation — checklist, sample templates, and review of your draft documents before submission.
• LLC drafting — memorandum and articles of association, directors’ resolutions, share-capital subscription, registered-office agreement.
• state SoS filing — electronic submission, fee payment, and clearance of any registry queries.
• Tax registration — corporate tax identification, VAT/sales-tax registration where applicable.
• Beneficial-owner register filing — initial filing plus ongoing maintenance during the first 12 months.
• Bank account introduction — pre-screened bank match, supporting documentation pack, and follow-up with the relationship manager.
• Apostille and courier — for cross-border documents requiring legalisation.
• Digital handover pack — certificates, registers, share certificates, banking credentials, and a 12-month compliance calendar.

The deliverable scope is identical regardless of whether you are based in the EU, the US, the UK, the Middle East, or APAC — we operate the same fixed-fee model globally for US corporate setup. Optional add-ons (virtual office, accounting retainer, payroll, sector licences, transfer-pricing documentation) are quoted line-item separately so there is no scope creep on the headline incorporation or transfer fee.