Last reviewed September 2026 by Anna Modlinska, Company Formation Specialist

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 agreed service contract, from picking the right legal form and state through Secretary-of-State filing, IRS EIN application and your first US bank account. Most clients are trading inside 1 to 2 weeks via state electronic filing, or in 2 to 5 working days via a ready-made off-the-shelf US entity.

One consolidated scope

Our service covers Secretary-of-State filings, registered agent, EIN and the documents that go with them.

One-stop-shop

US entity + registered agent + US banking introduction + accountant referral under one roof.

Speed & service

Standard formation 1 to 2 weeks. English-speaking case manager.

Mostly remote

Banking may require physical presence; many fintechs onboard remotely.

Burden is ours

We file Articles of Incorporation/Formation and IRS Form SS-4 for the EIN, and organise the registered agent.

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 to 2 weeks Default, international SME, asset-protection
LLC (Delaware) None 1 to 2 weeks Sophisticated structures, IP holding
Inc / C-Corp None 1 to 2 weeks VC, IPO path, complex equity
LP None 2 to 3 weeks Fund structures
Foreign branch Parent-dependent 2 to 4 weeks Foreign multinational presence
Off-the-shelf US entity Varies 2 to 5 days Need immediate trading

How to Register a Company in the USA: Step by Step

USA company registration happens at state level. You choose the legal form and the state, reserve the name through the registered agent, file the Articles of Incorporation or Formation with that state Secretary of State, apply to the IRS for an EIN, file the FinCEN beneficial ownership report where your entity is in scope, register for state taxes and open the bank account. The eight steps below are the sequence our registered agent partners run, and most clients are trading inside 1 to 2 weeks.

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 to 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 to 2 days; New Mexico 1 to 3 days.

5. EIN application

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

6. FinCEN reporting check

We confirm in writing that your entity sits outside the reporting net. An entity formed in the United States has been exempt since the interim final rule of March 2025, and the final rule of 11 August 2026 made that permanent, so a new LLC or Inc files nothing with FinCEN. Only a company formed abroad and registered to do business in a state reports, and it does not report US owners.

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.

USA Company Registration Requirements for Non-Residents

Nothing in US company law asks the owner to be American. There is no citizenship, residency, visa or green card requirement to own or manage an LLC or a C-Corporation, and a single foreign person can be the only member and the only manager. What the states and the IRS do require is set out below, and it is the same list whether you are filing from London, Mumbai or Dubai.

  • A registered agent with a street address in the state of formation. This is compulsory in every state, and we provide it.
  • An EIN from the IRS, applied for on Form SS-4. It is issued same day for an online application; a foreign-owner application filed by fax can take 4 to 8 weeks.
  • An operating agreement for an LLC, or bylaws for an Inc, which the bank will usually ask to read.
  • No FinCEN beneficial ownership report for an entity formed in the United States. Only a company formed abroad and registered to do business in a state reports.
  • State tax registration where the activity triggers corporate, sales or employer taxes.

One form is genuinely closed to you: the S-Corporation, whose shareholders have to be US resident. Everything else is open. The real constraint on a non-resident is banking rather than registration, because some US banks want to meet a director in person while the fintech platforms onboard remotely.

US Corporate Tax Environment (2026)

  • 21% federal CIT (C-Corp); pass-through for LLC/S-Corp by default.
  • 0 to 11.5% state CIT, varies enormously.
  • Sales tax 0 to 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 beneficial ownership reporting, not applicable to an entity formed in the United States since March 2025, made permanent in August 2026.
  • Pillar Two, not federally implemented as QDMTT; some states have GILTI conformity.

Register a New Company or Buy a Shelf Corporation

Both routes end with a US entity in your name, and the difference is what you are optimising for. Registering a new company lets you pick the name, the state, the operating agreement and the share or membership structure from a blank sheet, and takes 1 to 2 weeks through state electronic filing. Buying a shelf corporation or a shelf LLC means taking over an entity that already exists, already holds an EIN and already shows a clean state and IRS record, which completes in 2 to 5 working days. An entity that has sat on the shelf for a while is sold as an aged corporation, and the older formation date is what an American landlord, supplier or platform tends to look for. Choose the shelf route when a contract is waiting; choose new formation when the constitution matters more than the calendar.

Frequently Asked Questions about US Company Formation

How do I register a company in the USA as a foreigner?

Exactly as a US founder would, with two additions. Choose the state and the form, appoint a registered agent in that state, file the Articles of Incorporation or Formation, then apply for the EIN. The additions are that an S-Corporation is not available to you, and that the EIN application can take 4 to 8 weeks if it has to go by fax rather than online. No residency, visa or US address of your own is required.

Can I register a company in the USA online?

Yes. The states we file in all accept electronic submission through the registered agent, and the stamped articles come back by email. Delaware typically returns a filing in 1 business day, Wyoming in 1 to 2 days and New Mexico in 1 to 3 days. The EIN application, the operating agreement and the beneficial ownership report where it applies are handled the same way, so the whole registration runs without a signature in person.

How do I incorporate a company in the USA?

Incorporating means filing Articles of Incorporation for an Inc, or a Certificate of Formation for an LLC, with a state Secretary of State. The filing names the entity, its registered agent and its authorised shares or membership interests. Once the state returns the stamped document the company exists, and the EIN, the state tax registrations and the bank account follow. Standard electronic formation runs 1 to 2 weeks end to end.

Is a shelf corporation faster than registering a new company?

Yes, by roughly a week. A shelf corporation or shelf LLC already sits on the state register with its EIN issued, so the work is a transfer of ownership rather than a new filing, and it completes in 2 to 5 working days against 1 to 2 weeks for a new registration. An older one, sold as an aged corporation, carries a formation date US counterparties find easier to accept. You give up the free choice of name, though a name change can be filed later.

How long does formation in the US really take?

1 to 2 weeks via state electronic filing. Off-the-shelf transfer: 2 to 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 the directors or shareholders have to be resident in the USA?

Correct for the United States. No state requires an LLC member, manager, corporate shareholder or director to be an American citizen or resident. Two practical caveats: an S corporation may not have non resident alien shareholders, so a foreign owner is limited to an LLC or a C corporation, and every entity must appoint a registered agent with a street address in its state of formation. The EIN application also has to name a responsible party.

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).

Does my new US company have to file a FinCEN BOI report?

Not if it is formed in the United States. Beneficial Ownership Information reporting under the Corporate Transparency Act applied to most US entities from January 2024, but the interim final rule of March 2025 took every entity created in the United States out of the definition of a reporting company, and the final rule of 11 August 2026 made that exemption permanent. Only a company formed abroad and registered to do business in a state still reports, and it does not report its US owners.

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 to 11.5%). State varies dramatically; choose state strategically.

What comes after Secretary of State filing?

EIN, state tax registration, bank account opening, ongoing compliance.

Ready to register your US LLC or Inc? Contact our US desk.

Related Services in the USA

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 beneficial ownership report for an entity formed in the United States, in a Delaware or Wyoming LLC is the headline reason, but it pays to understand the trade-offs against the alternatives. Below are concrete differentiators that matter when you are weighing a structure decision against the actual operating profile of your business.

  • 2026 corporate tax rate: 21% federal + 0-11.5% state.
  • Formation timeline: 1 to 2 weeks for a new incorporation, 24 hours for shelf-LLC transfer.
  • Single point of contact: One case manager coordinates the registry filing, the registered office and the bank introduction, so you are not briefing an accountant, a lawyer and a bank separately.
  • 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 the Pillar Two threshold. 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 USA records beneficial ownership in the FinCEN beneficial ownership information (BOI) registry under the Corporate Transparency Act, with a small number of state registers alongside it. It is not open to the public: access is limited to the authorities and to obliged entities such as banks and corporate service providers. We prepare the filing and keep it current 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 + 0-11.5% state, with the LLC pass-through by default. Entities formed in the United States are exempt from FinCEN beneficial ownership reporting, permanently since the final rule of 11 August 2026, and only entities formed abroad and registered to do business in a state still report.

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. Reorganising later means redoing the registry filings and the bank onboarding.
  • 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 as standard for both shelf-company purchase and new formation.

Does a company in the USA have access to double taxation treaties?

The EU directives do not apply to an American company. The United States runs its own income tax treaty network covering about 67 jurisdictions, listed by the IRS, and most of those treaties carry a limitation on benefits article. One point catches owners out: an LLC treated as fiscally transparent is not itself a treaty resident, so benefits pass through only to members who are US residents. A foreign owned LLC usually cannot claim under a US treaty at all.

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 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 service:

  • 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.
  • Ownership records, the membership or stock ledger and the registered agent’s records kept current. There is no state or federal beneficial ownership register for a US formed entity to file into.
  • 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 service globally for US corporate setup. Optional add-ons (virtual office, accounting retainer, payroll, sector licences, transfer-pricing documentation) are scoped separately, so the incorporation or transfer work stays exactly as agreed.

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