Company Formation in United States

Last updated: April 2026.

The United States registers more than five million new business entities every year, the majority of them limited liability companies. The federal corporate income tax rate is a flat 21% on C-Corp profits, and the US is the only major economy with no value-added tax — sales tax is collected at state and local level. There is no minimum share capital for an LLC or a C-Corp, no residency requirement for members, managers, or directors, and no personal visit is needed to set one up. Since the FinCEN interim final rule of 26 March 2025, domestic US companies and US persons are exempt from federal beneficial-ownership reporting under the Corporate Transparency Act — a significant simplification for foreign founders.

We form US companies end to end for non-residents: state selection, registered agent, Secretary of State filing, EIN from the IRS, operating agreement or bylaws, US bank account introduction, and state sales-tax registration. Fixed price, named client manager, certificate of formation to your inbox in a few business days.

Quick facts	Value
Federal corporate income tax (C-Corp)	21% flat
State corporate income tax	0% (NV, OH, SD, TX, WA, WY) to 11.5% (NJ)
LLC federal tax treatment	Disregarded entity (single-member) or partnership (multi-member) by default; C-Corp election possible
Sales tax (VAT equivalent)	0%–~7.25% state base + local; no federal VAT
Wayfair economic nexus threshold	typically $100,000 gross sales per state
Minimum share capital	None, for LLC or C-Corp
Minimum directors / shareholders	1 member (LLC) or 1 director + 1 shareholder (C-Corp); non-residents allowed
Residency requirement	None in law; registered agent with a physical state address is required
Standard formation time	1 to 5 business days filing; EIN adds 1 to 3 weeks for non-residents
Government fees	Included in our packages
Language of filings	English
Currency	US Dollar (USD)

Why Form a Company in the USA

The US is the single largest consumer market on earth. A US entity gives you three things no other jurisdiction can match in combination.

Access to US payment rails and Stripe. Stripe, PayPal, Amazon Seller Central, Shopify Payments, and most US card acquirers prefer (and in many cases require) a US-formed entity with an EIN and a US bank account. Foreign sellers routinely report materially higher conversion rates after switching from a European entity to a US LLC on the same traffic.

Investor access. Silicon Valley, New York, and Boston VCs overwhelmingly fund Delaware C-Corps. A Delaware C-Corp is the default vehicle for every YC, Sequoia, a16z, and Techstars investment. A "flip" to a Delaware C-Corp is a common six-figure exercise investors require before term-sheet signing.

Flexibility on tax treatment. An LLC can be taxed as a disregarded entity, as a partnership, or by election as a C-Corp at 21%. For a non-resident with no US-source income, a single-member LLC owned through a non-US holding can operate with zero federal income tax on non-US source revenue — the compliance is Form 5472 and a pro-forma Form 1120 each year, not a tax bill.

The trade-off is complexity at scale. There are 50 state tax regimes, post-Wayfair sales-tax rules trigger registration in any state where you exceed about $100,000 in gross sales, and the withholding rules on outbound dividends and effectively connected income deserve proper treaty analysis before you start booking revenue.

For comparable jurisdictions in the region, see Canada, the BVI, and the Cayman Islands.

Company Types Available in the USA

US state law gives you six practical entity forms. The first two cover almost every cf24 client.

LLC (Limited Liability Company)

The default vehicle for non-residents. No minimum capital, no residency requirement for members or managers, and flexible federal tax treatment. A single-member LLC is a "disregarded entity" by default — transparent for US federal tax, which means the LLC does not file a US income tax return of its own and profits are attributed to the owner. A foreign-owned single-member LLC must still file Form 5472 with a pro-forma Form 1120 each year to report related-party transactions; penalties start at $25,000 per unfiled form. Multi-member LLCs file Form 1065 as partnerships.

C-Corporation ("Inc.", "Corp.")

The vehicle for venture-backed startups and multinationals. Taxed at the 21% federal rate on corporate profits under Internal Revenue Code §11, plus state corporate income tax. Shareholders are taxed again on dividends (the "double tax"). Unlimited foreign shareholders. Can issue multiple share classes, preferred stock, stock options, and convertible notes — the standard instruments of Silicon Valley financing. A Delaware C-Corp is the expected vehicle in almost every US venture financing term sheet.

S-Corporation

A pass-through tax election available to small domestic corporations. Non-residents are not eligible to be shareholders. If you are not a US citizen or green-card holder, ignore this option.

Limited Partnership (LP) and Limited Liability Partnership (LLP)

An LP has a general partner with unlimited liability plus limited partners with capped exposure — the standard vehicle for US private equity and venture funds (usually a Delaware LP). An LLP is the preferred form for professional service firms — lawyers, accountants, architects, consultants — giving members limited liability for the firm's debts. Specialist use cases for both.

State selection — the decision that matters more than the entity form

State	Typical fit	Key feature
Delaware	VC-backed startups, large companies, holding cos	Chancery Court, sophisticated corporate case law, 12% state CIT on Delaware-source income only
Wyoming	Non-resident LLCs, privacy	No state CIT, no personal income tax, strong asset protection, low annual report cost
Florida	Non-residents with US ties	No state personal income tax, simple compliance
New Mexico	Fully anonymous LLCs	No annual reporting requirement, low cost
Texas	US-facing operations	No state CIT (franchise tax applies, often $0 for small entities)
California	Businesses with CA nexus	$800 minimum franchise tax even on dormant LLCs — avoid unless you have to be there

For a non-resident founder with no physical US presence, Wyoming and Delaware cover 90% of the market. Delaware if you expect to raise VC. Wyoming if you want privacy, low cost, and operational simplicity.

If speed is critical, our sister brand holds pre-incorporated Wyoming and Delaware entities that can be transferred in a single business day.

Step-by-Step Formation Process

The end-to-end timeline assumes a single-member LLC with a non-resident owner, formed in Delaware or Wyoming.

State and entity choice. We confirm the target state (Delaware, Wyoming, Florida, or New Mexico in most cases) and whether an LLC or a C-Corp fits the commercial plan. We run a name availability search on the state's Secretary of State database and reserve alternatives.

Registered agent. Every US state requires a registered agent with a physical address in that state to receive legal process. We provide registered agent service in all 50 states as part of the package. This is included for year one.

Certificate of Formation. We file the Certificate of Formation (LLC) or Certificate of Incorporation (C-Corp) with the Secretary of State. Delaware files in 24 hours standard (one hour expedited); Wyoming in 1 to 2 business days. The state returns a stamped certificate.

EIN from the IRS. Non-residents without a Social Security Number or ITIN cannot use the IRS online EIN portal. We file Form SS-4 by fax to the IRS international unit or submit by phone through the IRS international line — both methods work without a US taxpayer ID. Standard turnaround is 1 to 2 weeks. The EIN is required for the bank, for Stripe, and for every federal filing.

Operating agreement and governance. We draft the LLC operating agreement (members, managers, capital contributions, profit and loss allocation, transfer restrictions) or the C-Corp bylaws plus initial director resolutions. Share certificates or membership interests are issued. Officers are appointed for a C-Corp.

Bank, sales tax, and state registrations. We introduce the client to Mercury, Relay, Wise Business, or a traditional bank. Sales-tax registration is done state by state where the business has economic nexus — the federal 21% CIT return (C-Corp) or Form 5472 plus pro-forma 1120 (foreign-owned single-member LLC) is filed annually.

Realistic lead time from first contact to operating company with EIN and a US bank account is 2 to 4 weeks. The Certificate of Formation itself lands in a few business days; the EIN and the bank account are the long poles.

Required Documents

For each member, shareholder, director, manager, and beneficial owner we need:

Government-issued photo ID — passport preferred for non-residents
Proof of residential address dated within the last three months
Date of birth, nationality, occupation, phone number, and email
For corporate shareholders — certificate of incorporation, register of directors, and UBO confirmation
For the bank application: business description, expected monthly transaction volume, source of funds, and a business website

Apostille and sworn translation are not required for the Secretary of State filing in any US state. For the EIN application by fax, the responsible party's foreign passport number goes directly on Form SS-4; no notarisation is needed.

Costs and Timeline

US formation is procedurally light but has more moving parts than a single-country European formation — state filing, EIN, bank, operating agreement, and sales-tax registration all require separate workstreams.

Our packages cover the full state filing, registered agent for year one, EIN acquisition (Form SS-4 by fax with IRS international unit), operating agreement or bylaws, a compliance calendar for federal and state filings, and an introduction to a US business bank or EMI. Contact us for a fixed-price quote — all state fees and IRS filings are built in, and there are no per-hour add-ons after engagement.

Typical timeline from KYC clearance:

Day	Milestone
0	Engagement, KYC submitted
1	State and entity choice confirmed, name reserved
2–3	Certificate of Formation filed
3–5	Certificate returned by state, organisational documents drafted
5–7	SS-4 faxed to IRS international unit
14–21	EIN received
14–28	Bank account opened (variable per provider)

Tax Overview for US Companies

US federal and state tax is the single most complex element of a US formation. The headline numbers are simple; the compliance is where clients underestimate effort.

Federal corporate income tax (C-Corp): 21% flat rate under IRC §11. This has been the rate since the Tax Cuts and Jobs Act of 2017 and was preserved by the One Big Beautiful Bill Act of 2025 (OBBBA), which also permanently reinstated 100% bonus depreciation for property acquired after 19 January 2025 and restored full immediate expensing of domestic R&D.

State corporate income tax runs from 0% in Nevada, Ohio, South Dakota, Texas, Washington, and Wyoming up to 11.5% in New Jersey. The average top marginal rate across states that levy CIT is around 6.57%. Four states cut their rates on 1 January 2026 — North Carolina to 2% (on a path to 0%), Pennsylvania to 7.49%, Nebraska, and Georgia.

LLC tax treatment (federal). A single-member LLC is disregarded — the IRS looks through the entity to the owner. A non-resident owner with no US-source effectively connected income pays no US federal income tax on the LLC's non-US revenue, but must file Form 5472 with a pro-forma Form 1120 each year to report related-party transactions. Failure to file carries a $25,000 penalty per form. A multi-member LLC files Form 1065 as a partnership by default and issues K-1s to members.

No federal VAT. The US has no VAT or GST. Sales tax is administered at the state and local level, with rates from 0% to ~7.25% state base plus local additions. Post-South Dakota v. Wayfair (2018), out-of-state and foreign sellers must register and collect sales tax in any state where they exceed the economic nexus threshold — typically $100,000 in annual gross sales into that state, with some states still applying a 200-transaction alternative.

Withholding tax on payments to non-residents runs at a default rate of 30% on dividends, interest, royalties, and fixed, determinable, annual, or periodical (FDAP) income. Most US tax treaties reduce dividends to 5–15%, interest to 0–10%, and royalties to 0–10%. The US treaty network covers 66+ countries.

Branch profits tax of 30% applies to effectively connected earnings of a foreign corporation's US branch under IRC §884, reducible by treaty.

Corporate Transparency Act. Since the FinCEN interim final rule of 26 March 2025, US domestic companies and US persons are exempt from beneficial ownership information reporting. Only foreign reporting companies — entities formed outside the US that register to do business in a US state — still file. New York's LLC Transparency Act, effective 1 January 2026, tracks the federal approach and applies only to foreign LLCs registered in New York after Governor Hochul's amendment.

Banking for US Companies

The US business banking market for non-residents is dominated by fintechs. Traditional banks are possible but rarely open an account without an in-person visit by a signatory with a US Social Security Number.

Mercury is the most-used fintech for non-resident-owned US LLCs. Fully remote onboarding, US ACH, wire, debit card, FDIC-insured deposits through partner banks, and integrations with Stripe, QuickBooks, and Xero. As of 2025, Mercury requires a US physical address for the business — a registered agent address is no longer accepted, so clients use a virtual mailbox (iPostal1, Earth Class Mail) for the business address.

Relay is Mercury's closest competitor. FDIC-insured through Thread Bank, remote onboarding, and — notably — accepts non-resident-owned LLCs without requiring a US residential address for the signatory. Relay has a prohibited country list of roughly 30 jurisdictions; we screen on that list before introducing.

Wise Business is a multi-currency account suitable for operating US LLCs that transact across borders. US routing number and account number for ACH receipts, SWIFT for international, and transparent FX. Fully remote onboarding.

Airwallex competes directly with Wise on cross-border use cases and has been increasingly approval-friendly for non-resident-owned US structures over the past 18 months.

Chase, Bank of America, Citi, and Wells Fargo are the traditional choices. They typically require a personal in-person visit to a US branch by a signatory with either a US address or a valid US visa. For clients who can travel to the US, we arrange appointments in New York, Miami, San Francisco, or Los Angeles. For clients who cannot, Mercury or Relay is the pragmatic answer.

Nominee Director and Manager Services in the USA

The US does not require you to disclose every member or manager of an LLC by name on the state filing in most states. That is an important distinction from the UK or Germany.

What is public. Every US LLC and C-Corp must have a registered agent with a physical address in the state of formation — this is public in every Secretary of State filing. Delaware, Wyoming, and New Mexico do not require the names of members or managers on the Certificate of Formation. Many other states (California, Florida, New York, Texas) require at least one manager or officer named in the annual report.

Federal beneficial ownership rule. Since the FinCEN interim final rule of 26 March 2025, US domestic companies no longer file beneficial ownership information to FinCEN — the Corporate Transparency Act's BOI database applies only to foreign reporting companies. This materially reduces the federal privacy footprint of a Wyoming or Delaware LLC compared with almost any European jurisdiction.

What is not private. US banks still apply full KYC to the Ultimate Beneficial Owner — a nominee arrangement does not obscure ownership to the bank. The IRS receives Form 5472 and any tax filings with the true owner's name. Any state where the business triggers Wayfair sales-tax nexus will have the owner's identity through the state tax registration. And New York's LLC Transparency Act, effective 1 January 2026, requires beneficial ownership disclosure for foreign LLCs that register to do business in New York.

Our position. We provide nominee manager services for Wyoming and Delaware LLCs where the structure is legitimate, KYC-compliant, and disclosed to the bank and to any tax authority with jurisdiction. A nominee-manager arrangement is documented with an indemnity agreement, a signed nominee declaration, and a service-level agreement for routine resolutions and document signing. We do not provide nominee services where the intent is to obscure beneficial ownership from regulators, banks, or counterparties.

Frequently Asked Questions

How long does it take to register a company in the USA?

Delaware files a Certificate of Formation in 24 hours under standard service (one hour expedited for a state premium, included in our packages). Wyoming files in 1 to 2 business days. Including KYC, drafting, EIN issuance by the IRS, and bank account opening, the end-to-end timeline for a non-resident is 2 to 4 weeks, with the EIN usually the longest step at 1 to 3 weeks by fax.

Can a non-US resident form an LLC in the USA?

Yes. US state law imposes no residency requirement on LLC members, LLC managers, or C-Corp directors and shareholders. A non-resident can be the sole member and sole manager of a Delaware, Wyoming, Florida, or New Mexico LLC, and the sole shareholder and sole director of a Delaware C-Corp, from day one. S-Corporations are the only US entity form that excludes non-residents — for everything else, foreign ownership is fully permitted.

Do I need an SSN or ITIN to set up a US company?

No. You do not need a Social Security Number or an Individual Taxpayer Identification Number to form an LLC or a C-Corp, to obtain an EIN from the IRS, or to open an account with Mercury, Relay, Wise Business, or Airwallex. Form SS-4 is filed by fax to the IRS international unit, with the responsible party's foreign passport number in place of a US taxpayer ID.

What is the corporate tax rate in the USA?

Federal corporate income tax on a C-Corp is a flat 21% under the Tax Cuts and Jobs Act of 2017, preserved by the One Big Beautiful Bill Act of 2025. State corporate tax adds 0% to 11.5% on top, depending on the state of formation and the states where the business has nexus. A single-member LLC owned by a non-resident with no US-source effectively connected income pays no federal income tax at the entity level — the LLC is disregarded and the foreign owner reports under their home-country regime.

Which state is best to form an LLC as a non-resident?

Wyoming for privacy, low ongoing cost, no state CIT, and no residency requirements. Delaware if you expect to raise US venture capital — almost every US VC term sheet requires a Delaware C-Corp. Florida or Texas if you have physical operations or staff in those states. New Mexico if you want fully anonymous ownership and no annual reporting. California is actively the wrong choice unless you have to be there — the $800 minimum franchise tax applies even to dormant LLCs.

Do I need to visit the USA to form a company?

No. The Secretary of State filing is electronic, the EIN is obtained by fax to the IRS international unit, the operating agreement is signed electronically, and Mercury, Relay, Wise Business, and Airwallex onboard fully remotely. Only traditional banks (Chase, Bank of America, Citi, Wells Fargo) typically require an in-person US branch visit for a non-resident signatory — that visit is optional, not a prerequisite to owning and operating the company.

What US taxes does a foreign-owned US LLC pay?

A single-member LLC owned by a non-resident is a disregarded entity for federal tax. If the LLC has no US-source effectively connected income, it pays no federal corporate income tax, but must file Form 5472 with a pro-forma Form 1120 each year — penalty for failure is $25,000 per form. A C-Corp pays 21% federal CIT plus state CIT. Every LLC with US customers must also register for sales tax in any state where it exceeds the economic nexus threshold (typically $100,000 per state under Wayfair).

Get Started — Form Your US Company

A fixed-price quote in 60 seconds. Delaware or Wyoming Certificate of Formation in a few business days. EIN handled through the IRS international unit — no SSN or ITIN required from you. Mercury, Relay, or Wise Business account opened in parallel.

Call +48 2222 5 2222 or email [email protected] to start. Most non-resident US formations are complete, with an EIN and an operating bank account, within 2 to 4 weeks.

Content prepared by Aleksandra Kowalska, Corporate Client Service. Approved by Tomasz Bielski, Managing Director.