Company Formation and Consulting Services in the United States

There is no national company register in the United States. Companies are formed under the law of an individual state, and the form you pick determines how you are taxed and how investors read your cap table. LLC (Limited Liability Company): The default for most foreign founders. Full limited liability with very light formalities — no board, no shareholder meetings, no minimum capital. For federal tax purposes an LLC is transparent by default: a single-member LLC is a "disregarded entity" and a multi-member LLC is taxed as a partnership, so profit is taxed in the owners' hands, not at company level. C-Corporation: A separate taxable person paying federal corporate income tax at a flat 21%. Profit distributed as a dividend is taxed again at shareholder level — the classic double taxation problem. In exchange you get the structure US venture capital expects: common and preferred stock, option pools, and a Delaware charter every investor understands. S-Corporation: Not a legal form but a tax election, and closed to you as a non-resident — only US citizens and resident aliens may hold shares, and a single non-resident alien shareholder invalidates it. The rule of thumb: an LLC for consulting, e-commerce, software and services where profits are taken out each year; a C-Corporation if you intend to raise US venture capital, grant stock options, or retain earnings inside the business.

Company law is state law, so you may register where you have no physical presence at all. The trade-offs matter far more than the marketing: • Delaware — the default for corporations raising outside capital, and home to well over half of listed US companies. Its advantages are legal rather than fiscal: a highly developed corporate statute and the Court of Chancery, a specialist business court sitting without a jury on more than a century of precedent. Corporations pay franchise tax plus a $50 annual report fee by 1 March; LLCs pay a flat $300 annual tax by 1 June. • Wyoming — the most cost-effective home for a small LLC. No state corporate or personal income tax, very low annual fees, strong charging-order protection, and members are not listed publicly. • Nevada — no state income tax and strong privacy rules, but among the most expensive to maintain, with an annual state business licence and officer-list fee plus a gross-receipts Commerce Tax once Nevada revenue exceeds $4 million. • Florida and Texas — the right answer when you genuinely operate there. Florida has no personal income tax and a 5.5% corporate rate; Texas has no personal income tax and a franchise tax producing no liability below a revenue threshold of roughly $2.47 million (as of 2025). The critical warning: staff, an office or inventory in another state means registering there as a foreign entity too. A Delaware LLC run from California still owes California's $800 minimum franchise tax.

Registered agent. Every state requires a registered agent with a physical street address in the state of formation — a PO box is not accepted — available during business hours to receive lawsuits and official notices. A foreign founder always uses a commercial agent, typically $50–$300 a year. Letting it lapse is the most common way a company quietly slips out of good standing. Formation filing. An LLC is created by filing Articles of Organization (a Certificate of Formation in Delaware and Texas); a corporation by filing Articles of Incorporation. The document is short: name, registered agent, address, organiser, and for a corporation the number of authorised shares. Fees run from roughly $100 in Wyoming to $300 in Texas, with electronic approval usually in one to five business days and same-day expedited options. Governing documents. Signed privately, never filed, yet they are what actually runs the company: 1. An operating agreement for an LLC — ownership percentages, profit allocation, manager authority, transfer restrictions and exit mechanics. Even a single-member LLC needs one: banks ask to see it, and it preserves the separation between you and the entity. 2. Bylaws and organisational resolutions for a corporation — officers, board procedure, share issuance and the stock ledger.

The EIN (Employer Identification Number) is the company's federal tax number, and almost nothing works without it: no bank account, no payment processor, no tax return, no Amazon or Stripe account. The IRS online application is open only to applicants who already hold an SSN or ITIN, so a foreign founder takes the paper route: 1. Complete Form SS-4. On the responsible party line, name the individual who genuinely controls the company and write "Foreign" where an SSN or ITIN would go — no US social security number is required to obtain an EIN. 2. Fax or post the form to the IRS unit handling international applicants. Fax is markedly faster; allow roughly four weeks, and considerably longer by post. 3. Alternatively, an international applicant whose principal business address is outside the United States may obtain the number by telephone from the IRS international line — often the quickest route. Two practical notes. No third party may lawfully obtain an EIN for you without a signed Form 2848 or the third-party designee section of the SS-4. And an EIN is not an ITIN: where you personally must file a US return, you will separately need an ITIN via Form W-7. Keep the CP 575 confirmation letter — banks and platforms ask for it constantly.

This is the step foreign founders consistently underestimate. US anti-money-laundering rules oblige banks to identify beneficial owners, and the large traditional banks generally still expect the signatory to appear at a branch in person. What a bank will want to see: • Articles of Organization or Incorporation as filed and stamped by the state • The EIN confirmation letter (CP 575) • The operating agreement or bylaws showing who may sign • Passport and proof of address for every beneficial owner • A clear description of the business, its customers and expected transaction volumes Fintech alternatives have transformed this. US business banking platforms built for start-ups and non-resident founders open accounts remotely, usually within days, and issue full account and routing numbers for ACH and wire payments. Multi-currency providers are the natural companion for collecting revenue abroad, and card processing is arranged separately and settled into the account. Two cautions. These accounts are typically held at partner banks, so the deposit insurance position differs from a direct bank relationship — read the terms. And never run company money through a personal account: commingling funds is the classic route by which a court disregards the limited liability you paid to create.

Federal and state taxes are separate systems, and a non-resident owner is exposed to both. C-Corporation. Federal corporate income tax is a flat 21%, with state corporate tax on top wherever the company is taxable (nothing in Wyoming, Nevada or Texas; 5.5% in Florida). A dividend paid to a non-resident shareholder suffers 30% withholding at source, often reduced to 15% or 5% under an income tax treaty claimed on Form W-8BEN or W-8BEN-E. The corporation files Form 1120, due 15 April for a calendar-year company. LLC. No federal tax at company level; profit flows to the owners. Where the LLC carries on a US trade or business, the foreign owner's share is effectively connected income (ECI), reported on a personal Form 1040-NR. A multi-member LLC files Form 1065, issues a Schedule K-1 to each member, and must withhold under section 1446 on ECI allocable to foreign partners. The filing that catches people out: a foreign-owned single-member LLC must file Form 5472 with a pro forma Form 1120, reporting transactions with its owner, even when no tax at all is due. The penalty for missing it is $25,000. Franchise tax is a separate charge, independent of profit, for the privilege of existing in a state — Delaware's flat $300 LLC tax being the familiar example.

The United States has no VAT. Instead 45 states and the District of Columbia levy a sales tax collected from the customer at the point of sale, with combined state and local rates commonly between 6% and 10%. Five states — Alaska, Delaware, Montana, New Hampshire and Oregon — impose no statewide sales tax, although Alaskan municipalities levy their own. Your obligation turns on nexus, the connection entitling a state to tax you: • Physical nexus — an office, employees, an agent or inventory in the state. For e-commerce sellers this is decisive: stock held in an Amazon FBA warehouse creates nexus in that state. • Economic nexus — since the Supreme Court's 2018 decision in South Dakota v. Wayfair, a state may require collection on sales volume alone. The widely copied threshold is $100,000 of sales or 200 transactions into the state in a year, though several states have since raised it or dropped the transaction count. Where you have nexus you must register with that state's revenue department, obtain a sales tax permit, charge the correct rate for the delivery address, and file returns monthly, quarterly or annually. Marketplace facilitator laws relieve much of this for marketplace sales — Amazon, Etsy and eBay collect and remit for you — but sales through your own website remain entirely your responsibility.

Beneficial ownership reporting. The Corporate Transparency Act introduced a federal report to FinCEN identifying the individuals who own or control a company. The scope changed materially during 2025: an interim final rule issued in March 2025 removed the obligation for companies formed in the United States, leaving it applicable to foreign-formed entities registered to do business in a US state. Because this area has moved repeatedly through rulemaking and litigation, confirm the position that applies to you ahead of each deadline rather than relying on last year's advice. Annual state filings. Every state requires a periodic report confirming address, agent and officers, with a fee attached. As of 2025: • Delaware — corporations by 1 March (annual report fee plus franchise tax); LLCs pay the flat $300 by 1 June • Florida — by 1 May, $138.75 for an LLC and $150 for a corporation, with a heavy late penalty • Wyoming — in the anniversary month, at a minimal fee for companies holding few assets in the state • Texas — the annual franchise tax report by 15 May, filed even when no tax is owed Miss these and the state moves the company to "not in good standing" and eventually dissolves it administratively — at which point the liability shield you paid for becomes unreliable.

Owning a US company and working in the United States are two entirely different legal questions. You need no visa, green card or US address to form, own or manage a US entity. Immigration status governs where you may perform work; company law places no restriction on foreign ownership of an LLC or a C-corporation. In practice a foreign owner operates as follows: • Address and presence — the registered agent covers legal service, while a commercial business address or virtual office supplies the mailing address used by banks, payment processors and state filings. • Working from your own country — you may direct the company, sign contracts and be paid from abroad. Profit reaches you as a distribution or dividend rather than US payroll, avoiding US employment taxes but not the reporting obligations above. • Visiting — a B-1 business visitor, or ESTA where your country participates, covers meetings, negotiations, trade fairs and site visits, but not performing productive work inside the US. • Relocating later — the company itself becomes the basis for a visa: the E-2 treaty investor visa for nationals of countries holding a commerce treaty with the United States, or an L-1 transfer from an existing business abroad. • US staff — you may hire American employees or contractors from abroad, using a payroll provider or PEO for withholding and reporting.