Company Formation & Corporate Services in the United States
Delaware or Wyoming isn’t really the decision — where you’ll actually operate is. The formation state only governs your entity’s internal law; your tax and compliance picture is shaped by every state where you have a genuine business presence, plus your federal filing obligations as a foreign owner. We map the whole picture before you pick a state.
Formation State vs Operating State
| Formation state (e.g. Delaware / Wyoming) | Operating state(s) | |
|---|---|---|
| Governs | Entity’s internal governance law, franchise tax | Where you have nexus: sales tax, state income tax, licensing |
| Common misconception | “No state tax” if you form in a no-income-tax state | Doesn’t exempt you from tax obligations where you actually operate or sell |
| What matters | Governance flexibility, court system, privacy conventions | Where your customers, employees, warehouse, or office actually are |
Best For / Think Twice If
Best for
Non-US founders needing a US entity for payments, contracts, or a Delaware-style cap table ahead of fundraising; e-commerce sellers with US-based operations or inventory.
Think twice if
You’re forming a US LLC purely to “sound American” with no actual US operations, customers, or banking need — the ongoing federal reporting obligations below apply regardless of activity level, so an unused entity still carries real compliance cost.
Ownership & Tax Snapshot
Foreign nationals can own 100% of a US LLC or corporation; there is no citizenship or residency requirement for ownership. Entity classification for federal tax purposes is not a blanket “pass-through by default” rule: a single-member LLC is generally treated as a disregarded entity, and a multi-member LLC is generally treated as a partnership, unless the owners file an election to be taxed as a corporation.
A foreign-owned single-member LLC that is disregarded for tax purposes still has an annual US information-reporting obligation (Form 5472, filed with a pro forma Form 1120) — this applies even if the LLC has no US tax liability. Delaware and Wyoming don’t tax income earned outside those states, but this doesn’t mean “no US tax”: nexus in the states where you actually operate, franchise tax in the formation state, and federal filing obligations all apply independently of where you incorporated.
The Setup Process
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State and entity-type decision (LLC vs corporation; formation state vs operating state), based on your business model.
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Registered agent appointment (required in every US state).
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Formation filing (Articles of Organization/Incorporation) with the Secretary of State.
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EIN (Employer Identification Number) application with the IRS.
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Foreign-ownership information reporting setup (Form 5472 obligations, where applicable) and state tax registration in any state where you have nexus.
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Bank account introduction and, where relevant, sales-tax registration for e-commerce/marketplace sellers.
US Registrars & Regulators
| Role | |
|---|---|
| Delaware Division of Corporations | Formation filings, annual reports and franchise tax for Delaware entities |
| Wyoming Secretary of State | Formation filings and annual reports for Wyoming entities |
| Secretary of State in each operating state | Foreign qualification wherever you have a real business presence |
| Internal Revenue Service (IRS) | EIN, federal tax returns and Form 5472 reporting for foreign owners |
Ongoing Compliance Calendar
Annual
- Registered agent renewal
- Franchise tax/annual report in the formation state
- Federal information return (Form 5472 + pro forma 1120) for foreign-owned disregarded entities
- Federal/state income tax return if the entity has US tax liability
As applicable
- State sales-tax filings in any state where you have nexus
Ad hoc
- Beneficial ownership reporting where currently required
United States At A Glance
Main Industries
Why Choose This Market
- The world’s largest economy: Direct access to the biggest consumer and business market in the world.
- Investor-ready structures: A Delaware corporation is the structure most US investors expect when they back a company.
- Payments and contracts: A US entity makes it easier to work with US payment providers, marketplaces and enterprise customers.
Questions We Are Actually Asked
Your question is not here? Put it to an advisor who works on United States every week.
Book a ConsultationIs a US LLC automatically tax-free for a foreign owner?
No. A foreign-owned LLC may have no US federal income tax liability if structured correctly and if income isn’t “effectively connected” with a US trade or business, but there’s still an annual federal information-reporting requirement (Form 5472) that applies regardless of tax liability. Getting this wrong carries real penalties.
Should I form in Delaware, Wyoming, or somewhere else?
It depends on whether you’re fundraising (Delaware’s legal system is the standard investors expect), keeping costs low with no immediate fundraising plan (Wyoming is often cheaper to maintain), or operating primarily in one specific state (forming there directly can sometimes be simpler). We map this against your actual plan rather than defaulting to one answer.
Do I need an EIN, and can I get one without a US Social Security number?
Yes, you need an EIN for banking and for federal filings such as Form 5472. Non-resident owners without a Social Security number can still obtain one from the IRS, typically by filing Form SS-4 — we handle the application after formation.
Do I have to register in states other than my formation state?
Often, yes. If you have an office, employees, inventory or other real business presence in another state, you usually need to register there as a foreign entity, a step known as foreign qualification, and comply with that state’s tax rules. We map this before you choose a formation state.
Can a non-resident open a US bank account for the company?
Yes, though requirements vary by bank. Most ask for formation documents, the EIN and passport identification, and some still require an in-person visit. We prepare the file so you can approach banks that work with non-resident owners.
Checked against IRS guidance on foreign-owned disregarded-entity reporting (Form 5472) and default LLC classification rules, 31 Aug 2026.
Regulatory and tax rules change. This page is general information about United States, not tax or legal advice — we confirm the current position for your activity before you commit to a structure.
Explore Other Countries We Cover
Latin America’s largest market, where registration order and tax regime choice matter from day one.
Explore → UAEFree zone or mainland — the fastest-moving hub in the region, if you choose the right structure first.
Explore → United KingdomA globally recognised corporate framework, now shaped by mandatory identity verification.
Explore → SingaporeAsia’s credibility jurisdiction — built for founders who need a bank, a board, and a clean filing record.
Explore →Not Sure Which Structure Fits?
Bring us the business you actually plan to run in United States, and we will tell you honestly whether this is the right jurisdiction for it — and which structure inside it makes sense.