US company formation

Which state, and why it matters less than you have been told

Most of the advice online about choosing a state is written for Americans, and it does not apply to you. “Delaware because that is where startups incorporate” is about venture capital and Delaware’s Court of Chancery — neither of which affects a solo founder selling software or on Amazon.

For a non-resident with no US office, no US employees and no physical presence in any state, the choice comes down to what the state costs you every year and how much paperwork it generates.

• Wyoming — an annual report with a license tax of $60 minimum, or $0.0002 per dollar of assets located in Wyoming, whichever is greater. Due the first day of your anniversary month. If it is 60 days late the state administratively dissolves the company. For most founders reading this, the minimum is what applies.
• Delaware — no annual report for LLCs, but a flat $400 annual tax due 1 June each year under 6 Del. C. § 18-1107(b). Worth choosing if you expect US investors; an unnecessary yearly cost if you do not.
• New Mexico — the cheapest to maintain, with no annual report for LLCs at all.

There is one rule that overrides all of this: if you have a real presence in a state — an office, staff, inventory you own in a warehouse there — you register in that state. Forming in Wyoming to avoid California when you live and work in California does not work, and the penalties for it are worse than the fee you avoided.

We will make a recommendation at the consultation based on where you are, what you sell and where your customers are. If you already know which state you want, we file there without argument.

LLC or C-Corp

For the large majority of non-resident founders the answer is an LLC: simpler, cheaper to maintain, and no corporate-level tax. A C-Corp is the right answer if you intend to raise institutional investment, issue stock options, or have a co-founder structure that needs share classes.

One thing to rule out immediately: an S-Corp is not available to you. The tax code requires shareholders to be US citizens or resident aliens, so the self-employment tax saving people write about is not something a non-resident can access. We explain why in can a non-resident own an S corp.

What you receive

• Articles of Organization or Certificate of Formation, filed with the state and stamped
• Your EIN and the IRS CP 575 confirmation letter
• An operating agreement, which your bank will ask for and which matters more in a single-member LLC than people assume
• A registered agent in the state of formation for the first year
• A written summary of what you must file next, with the dates for your state

What we need from you

• Two or three company name choices, in order — names are checked against the state register and first choices are sometimes taken
• Passport for every owner
• Residential address for every owner
• Ownership split, if there is more than one of you
• A plain description of what the business does

No US address, no US visit, no SSN, and no travel is required at any point.

What it costs

Three packages, all one-time, all on the pricing page with every inclusion listed:

• Starter — $199 + state fees. Formation, registered agent for a year, EIN, operating agreement.
• Standard — $299 + state fees. Everything in Starter, plus expedited EIN, US bank account support and Stripe setup.
• Premium — $699 + state fees. Everything in Standard, plus business mail and hosting, a website and domain for a year, and a tax consultation.

The state’s own filing fee is separate, set by the state, passed through at cost, and shown to you before you pay. UK limited company formation starts at £99.

The costs that come after year one

Formation is the cheap part. Being honest about the recurring costs is the difference between a founder who stays and one who lets the company lapse:

• Registered agent, renewed annually after the first year
• Your state’s annual report or franchise tax — $60 minimum in Wyoming, $400 in Delaware
• Federal filing every year, even with no income. A foreign-owned single-member LLC files Form 5472 with a pro forma Form 1120, and the penalty for missing it is $25,000. See annual tax filing.

Who this is not for

• Anyone forming a US company to get a visa. Owning an LLC gives you no immigration status, no work authorisation and no right of entry.
• Anyone forming one to avoid tax at home. Your country of residence taxes you on your worldwide income under its own rules, and a US LLC does not change that. Several countries treat a foreign transparent entity as taxable to you annually whether or not you distribute anything.
• Anyone whose country prohibits it. Some countries restrict residents from holding or funding foreign companies, and Nepal is one — see forming a US company from Nepal.

Questions

Do I need to visit the US?

No. Formation, EIN and banking are all done remotely.

Do I need an SSN or ITIN?

No. The company is formed under your passport and gets its own EIN.

How long does formation take?

State processing varies by state and by workload, and some states offer paid expedited filing. We give you the current estimate for your chosen state when you start rather than quoting a number here that may be wrong next month.

Can I change state later?

Yes, by domestication or by forming afresh, but it costs more than choosing correctly now. It is worth the consultation.

Does an LLC protect my personal assets?

It separates the company’s liabilities from yours, provided you keep the separation real — company money in company accounts, contracts in the company’s name, the operating agreement followed.

Do I still have to file a BOI report?

Almost certainly not. FinCEN’s interim final rule of March 2025 exempted entities formed in the United States from beneficial ownership reporting, so a US LLC formed by a non-resident no longer files one. Beneficial ownership reporting still applies to foreign companies that register to do business in a US state — which is a different thing from forming a US company.

We used to sell BOI filing and we have stopped, because charging for a filing you do not have to make is not a service. If another provider is quoting you for it, ask them which rule they think still applies to you.