How to choose a state and structure, file with the Secretary of State, obtain an EIN, handle beneficial ownership reporting and sales tax nexus, and open US banking — as a domestic founder or a foreign operator entering the market.
An LLC is flexible and pass-through by default — good for operating businesses and single owners. A C-Corporation (usually Delaware) is what venture investors expect and supports stock options and preferred rounds. Non-residents cannot hold S-Corporation shares, so that route is off the table for most foreign founders.
Form where you actually operate unless you have a specific reason not to. Delaware suits companies raising institutional capital; Wyoming and Florida are common low-cost choices. Forming out of state still requires a foreign qualification in every state where you have employees, offices, or substantial activity — that is where duplicate cost hides.
Every entity needs a registered agent with a physical address in the state of formation. You then file Articles of Organization (LLC) or Articles of Incorporation (corporation) with the Secretary of State. Approval is often same-day to two weeks depending on the state and filing tier.
The Employer Identification Number is your federal tax ID and a prerequisite for banking, payroll, and most filings. Applicants with a US SSN or ITIN can apply online; foreign owners without one apply on Form SS-4 by fax or mail, which takes longer. See the dedicated USA EIN application guide for the full process, and plan for it in your launch timeline.
Adopt an operating agreement (LLC) or bylaws plus board and stockholder consents (corporation), issue shares or membership interests, and maintain a cap table. Founders on vesting schedules should consider an 83(b) election within 30 days of the grant — the deadline is strict.
Reporting companies file beneficial ownership information under the Corporate Transparency Act where applicable. Foreign-owned single-member LLCs must file Form 5472 with a pro-forma 1120 annually. Payments to non-US persons may trigger withholding and W-8 documentation.
Register for sales tax where you have economic nexus (thresholds vary by state, commonly $100,000 in sales), for payroll withholding and unemployment insurance in each employee's state, and for any local business licences. Misclassifying contractors as employees is one of the most common — and expensive — early mistakes.
US banks require formation documents, the EIN letter, governing documents, and KYC on every beneficial owner; foreign ownership means enhanced due diligence. After launch, file annual reports and franchise tax in each registered state, keep the registered agent current, and maintain minutes and statutory records.
Ranges reflect typical experience with complete documentation.
Yes. Non-US citizens and non-residents can own and manage a US LLC or C-Corporation. You do not need a visa to own a company, though you do need one to work in the US. Expect enhanced bank due diligence and an EIN application by mail or fax if you have no SSN or ITIN.
Delaware is the standard for companies raising institutional venture capital. If you are an operating business with a single state of activity, forming in that state is usually simpler and cheaper — a Delaware entity still needs foreign qualification wherever it actually operates.
A registered agent receives legal and state notices on your behalf at a physical address in the state. Every US entity is required to maintain one in each state where it is formed or qualified.
Typically federal and state income tax returns, annual reports and franchise tax in each registered state, sales tax filings where you have nexus, payroll filings for employees, beneficial ownership reporting where applicable, and current statutory records.
Paulina coordinates formation, EIN, multi-state registrations, and banking introductions end to end. Book a free 30-minute consultation on the USA market page.
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