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A person living outside the US can form a US LLC in any state. No state requires LLC owners, called members, to be US citizens or residents. The IRS LLC page puts it this way: "Most states do not restrict ownership, so members may include individuals, corporations, other LLCs and foreign entities."
The steps are the same as for a US owner. A few of them work differently when you have no US address and no Social Security number.
Step 1: pick the state
Most non-residents pick a state for its fees and yearly rules, because they have no office or staff in any state. If you will have staff, a shop or a warehouse in one state, that state usually expects you to register there anyway. Our guide on which state to form an LLC in explains why. To compare the usual choices, see Wyoming vs Delaware vs Florida and the cheapest state to form an LLC.
Step 2: get a registered agent in that state
Every state asks for a registered agent. The SBA says the agent "receives official papers and legal documents on behalf of your company" and "must be located in the state where you register" (SBA, register your business). A non-resident cannot be their own agent, so most hire a registered agent service with a street address in the state. The agent's name and address go on the public record. Our registered agent lookup guide shows where it appears.
Step 3: file the formation document
You file articles of organization, or a certificate of formation, with the state filing office and pay its fee. Check the name first with our LLC name search. Each state guide, such as Wyoming, Delaware or Florida, lists the filing office, the fee and its source.
Step 4: get the company an EIN
An EIN is the company's federal tax ID. It is free. The IRS says "You never have to pay a fee for an EIN" on its get an EIN page. Form the LLC with the state first, because the IRS asks you to do that before you apply.
The online application only works if the responsible party has an SSN or ITIN and the business has its principal place of business in the US. If you do not, you use Form SS-4. Our EIN without an SSN guide covers that route in more detail:
- By phone. The employer ID numbers page says international applicants whose principal place of business is outside the US can apply by phone. The number and hours are on that page.
- By fax or mail. The Form SS-4 instructions give a separate fax line and the EIN International Operation mailing address for applicants with no US residence or office.
On line 7b, the instructions say to enter "foreign" or N/A "if the responsible party doesn't have and is ineligible to obtain an SSN or ITIN." The responsible party is "the person who ultimately owns or controls the entity." Our EIN for an LLC guide covers the rest of the form.
Step 5: banking
Banks are not bound by any state LLC rule. Each bank and payment provider decides whether it will open an account for a non-resident owner. Expect to be asked for the formation document, the EIN letter and identity documents for each owner. Some banks also want a visit to a branch or a US address. Ask the bank what it needs before you form, so you are not caught out later.
Step 6: yearly filings
State reports. Most states want a yearly or periodic report and fee. Some also charge a franchise or privilege tax. The annual report deadlines guide lists them by state.
Form 5472. A single-member LLC owned by a foreign person has an IRS filing of its own. The Form 5472 instructions say a foreign-owned US disregarded entity is "classified as a corporation for the limited purposes of the requirements under section 6038A". It must file "a pro forma Form 1120, U.S. Corporation Income Tax Return, with Form 5472 attached". The same instructions set a $25,000 penalty for failing to file when due. A US tax adviser can confirm what your LLC must file.
FinCEN beneficial ownership. FinCEN's beneficial ownership page says "U.S. companies are exempt". Reporting now applies only to entities formed under the law of a foreign country that have registered to do business in a US state. An LLC you form in a US state is a US company, even with foreign owners. If your company was formed abroad and registers in a state, read that page.
When you are ready
Fill in the start form below with your state and where the owners live. You get the steps and state fees for your case by email.
For the bank side, see opening a bank account for a non-resident LLC, and for the agent rules in the main formation states, see the registered agent guide.
Formation steps by state are in guides like Wyoming and Delaware. After approval, get an EIN.