HOW TO OPEN A COMPANY IN THE USA

Forming a US company is a good way of expanding your business into the US if you’re not a US citizen or operate a foreign company.

The best business structure to use when forming a business in the USA is an LLC or limited liability company. Anyone can form an LLC in the USA; you do not need to be a US citizen or a US company. 

Recommended: Form an LLC yourself or use doola's full-service US business package to help start and maintain your US business.


Overview of Forming a US LLC

The biggest factor you will need to consider when forming your US LLC is compliance and ensuring that all state and federal requirements are met so you can legally start and run a business in America from overseas. There are international US business services that provide a full-service experience from forming your business to setting up your American bank account, in one package. You can also use our guides and do the work yourself.

The most important tasks are choosing your LLC’s state, forming the LLC, getting an Employer Identification Number (EIN), and having a physical US mailing address. We will walk you through these tasks in the steps below.

Please note that forming an LLC in the US does not grant you any visas to work in the USA.

What Are the Steps to Form a US LLC?

Anyone can form a limited liability company (LLC) in the USA; you don't need to be a US citizen or a US company. Foreign citizens and foreign companies can form an LLC in the USA. 

You can complete these steps on your own with the help of our guides or use an international US business service that handles everything, including setting up a US bank account, keeping a US address, LLC formation, registered agent services, and US business tax support.

The steps to form your foreigner-owned LLC are:

  1. Select a State
  2. Name Your LLC
  3. Hire a Registered Agent Service
  4. File Your LLC With the State
  5. Create an LLC Operating Agreement
  6. Get an EIN
  7. Get a Physical US Mailing Address
  8. Open a US Bank Account
  9. Prepare for US Tax Filing

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Recommended: Get your US LLC, bank account, tax support, payment gateway, and more in one place with an international US business service like doola.

1. Select a State

It is usually advisable to form an LLC in a state without state taxes, so you only have to handle US federal taxes.

However, for the purpose of your business, if you need to open offices, or have a physical presence in a particular state, you will need to form an LLC in that state.

When choosing the state to form your US LLC in, it is usually best to first consider if you will have a physical office or presence like employees or a job site in a specific state. 

If this is the case, it is best to form your LLC in that state. 

This avoids needing to register your LLC as a foreign LLC and hiring registered agents in multiple states.

However, if your business does not have this physical need, it is usually advisable to form your LLC in a state without state taxes, so you only have to handle US federal taxes.

The three states you should consider are Wyoming, Delaware, and Nevada.

We recommend Wyoming, as they have foreigner-friendly laws, lower filing and annual fees, and no state, personal, corporate, or capital gains taxes.

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Recommended: There are several LLC formation services to choose from. Take a look at our Best LLC Services review to learn more.

2. Name Your LLC

Every state has its own rules about what kinds of names are allowed for LLCs. In general, you will need to observe these guidelines:

  • Your name must include the phrase "limited liability company," or one of its abbreviations (LLC or L.L.C.).
  • Your name cannot include words that could confuse your LLC with a government agency (e.g., FBI, Treasury, State Department, etc.).
  • Restricted words (e.g. Bank, Attorney, University) may require additional paperwork and a licensed individual, such as a doctor or lawyer, to be part of your LLC.
  • Is the URL available? We recommend that you check to see if your business name is available as a web domain. Even if you don't plan to make a business website today, you may want to buy the URL in order to prevent others from acquiring it.

To learn more about naming your business, read our How to Name a Business guide.

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3. Hire a Registered Agent

What is a registered agent? A registered agent is a person or business that sends and receives legal papers on your behalf.

Most states require every LLC to nominate a registered agent. Your registered agent must be a resident of the state you're doing business in, or a corporation authorized to conduct business in that state.

It is typically best to hire a registered agent service for your non-resident owned business, as the service you hire will have a physical address in your business’s state, and will be open all required hours to accept service of process and other compliance notices.

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Recommended: Take a look at our Best Registered Agent Services review for help choosing the right registered agent service for your US business.

4. File Your LLC With the State

To officially file an LLC, you will need to file your documents with the state.

The most common name for this document is "Articles of Organization." It is also known as a Certificate of Formation or Certificate of Organization. Your LLC formation document outlines the organizational structure of your business.

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Your Articles of Organization will define if your company is member-managed or manager-managed, this is an important distinction that is determined by how your company runs.

5. Create an LLC Operating Agreement

An operating agreement is not required in most states, but it's a good practice to have one.

What is an operating agreement? An operating agreement is a legal document outlining the ownership and operating procedures of an LLC. Download a free template operating agreement.

Why are operating agreements important? A comprehensive operating agreement ensures that all business owners are on the same page and reduces the risk of future conflict.

6. Get an EIN

You need to obtain an Employer Identification Number (EIN), which is a tax ID for your LLC.

You do not need either a US Social Security number (SSN) or an Individual Tax Identification Number (ITIN), or a US mailing address to get an EIN. 

While these identification numbers do allow for the IRS’s online application process to get an EIN; there are other options for non-resident entrepreneurs, an application can be submitted by fax or mail.

Fax

If you would like to file for an EIN yourself, then filling out, signing, and faxing IRS Form SS-4 Application for Employer Identification Number is the fastest option, typically taking up to one week to receive a reply.

According to some sources, line 7b, where the SSN, ITIN, or EIN of the responsible party is defined, can be filled out as "None - Foreign" or similar wording, to designate that the responsible party is a non-resident or foreigner filing for a US EIN.

Here is a list of the fax numbers used by the IRS to file Form SS-4, which depends on if the location of your business’s principal office or agency (or your primary residence) is within or outside of the US.

Mail

Filing Form SS-4 by mail is similar to filing by fax, in that you will fill out, sign, and send the completed form to the IRS. This option, however, takes a much longer time, typically up to four to five weeks to receive the EIN.

The IRS address and attn designations for your submission will also depend on if your office, agency, or primary residence is based outside of the US.

7. Get a Physical US Mailing Address

You'll need a physical address in the state you choose; this is necessary to open a bank account and for LLC formation.

One way to get a mailing address in the US is to establish a physical office in the state you’re going to form and do business in if this is required for your business.

But, even if you do not need to open a physical office in the US, you will still need a US mailing address in your LLC’s state. 

Some services, like Earth Class Mail and doola, can provide a real US mailing address, which is required to register for a US bank account and is useful for other services.

They also receive mail on your company’s behalf to scan and deliver to you online and forward packages out of the country.

Recommended: Earth Class Mail (Starting at $69/month) offers a business address service that can help create a physical address service for non-resident LLC business owners.

8. Open a US Bank Account

Opening a US bank account for your LLC will be the most complicated part of the process.

Why is it the most complicated? You will need to visit the bank.

  • Due to US money laundering laws, banks are required to know their clients.
  • This will mean you will need to travel to the US and obtain visas to do so.

Opening a business bank account for your company can be done once you’ve formed the LLC, and received your EIN.

This is by far the most challenging hurdle because it can require a trip to America to physically apply at a bank branch. If you choose this route, you’ll need to call the bank ahead of time to make sure you’re bringing all of the required documents

Different banks may have different requirements, so contacting them first is a must.

There are some other options though. If you have ever opened a personal bank account in the US, you might be able to open a business account remotely. Additionally, depending on the nature of your business, you may be able to get by with a service like PayPal.

Learn more on how to protect your business and personal assets by reading our article on how to maintain your LLC corporate veil.

Does My Bank Account Need to be Opened in the Same State as My LLC?

No, your LLC’s bank account does not need to be opened in the state your LLC is formed in, however, the bank must have a presence in that state.

This means that you can fly to an easy-to-access international airport, like New York, visit a bank branch there to open a bank account with a bank that’s also present in your LLC’s state.

What if I Already Have an Account With a Bank That’s Also in the US?

Some banks, such as the one with which you have a personal account may allow you to prove your identity through an affiliated bank in your country. However, you will need to speak with a bank branch in the United States and set this process up yourself. It is up to the discretion of the bank to allow this.

9. Prepare for US Tax Filing

The US Internal Revenue Service (IRS) creates the tax code and regulations for LLCs. A foreigner-owned LLC is taxed based on how many members the LLC has.

Single-member LLCs are LLCs with only one member. Non-resident single-member LLC owners must file forms 1040-NR, Form 5472, and Form 1120.

Multi-member LLCs are LLCs with more than one member. Multi-member LLCs must file forms 1040-NR, Form 5472, and Form 1065.

Note: The penalty for failure to file Form 5472 is $25,000 per return and $25,000 accrued each month thereafter until the form is successfully submitted to the IRS. This form can be difficult to complete. We recommend becoming familiar with it before your business tax return is due.

Many non-resident LLC owners choose to partner with a service like doola for help with filing their US taxes, including Form 5472.

Summary of Forming a US LLC as a Non-Resident

The biggest factor you will need to consider when forming your US LLC is compliance and ensuring that all state and federal requirements are met so you can legally start and run a business in America from overseas.

To form your US LLC and start doing business in the US, you must:

  1. Select a state
  2. Name your LLC
  3. Hire a registered agent service
  4. File your LLC
  5. Create an LLC operating agreement
  6. Get an EIN
  7. Get a physical US mailing address
  8. Visit the US and open a US bank account
  9. Prepare for US tax filing (Form 5472)

Recommended: It's easy to run a business in the US when you partner with doola.

Frequently Asked Questions

Can I work for my business in the US if I'm not a citizen?

Unfortunately, this is a scenario where you would need a green card. Of course, if you don’t have one, you can always work for your company from your home country.

What business entity types can foreign nationals open in the US?

We’ve already discussed limited liability companies (LLCs), but that’s not the only business entity you can open as a foreign national. You’re also able to form a C corporation, which is not eligible for “pass-through” taxation like an LLC, but instead pays tax on profits as an entity while you also pay taxes as an individual for-profit received as dividends.

There are benefits to a C corporation too though, primarily the varying types of stock interests owners can hold, which can lead to higher dividends if your company makes a profit.

Does the legal address of my company have to be located in the US?

No. In fact, the legal address can be located anywhere in the world. Keep in mind though that in addition to your American mailing address, you also need a registered agent in the US.

Can my company’s name and address act as my registered agent?

You technically can do this, but it’s not feasible for most international entrepreneurs. For this to work, you need to have someone physically present at your company’s address during all standard business hours to accept and forward important government documents. Otherwise, you should probably just hire a professional registered agent service.

I already own a company in my home country, can I name that company as the owner of my new American business?

Absolutely. All you need to do is nominate your existing company to be the managing member of your new LLC.

I already own a company in my home country, can I create an American branch of my existing company?

Yes, but technically speaking it would not be considered a branch location unless you establish the relationship between the two entities through internal resolutions, or via ownership as previously discussed.