A US company, from abroad: the decisions before you file

A US company gives an international business access to the world’s largest market, US payment rails and, for startups, the structure investors expect. But formation is only one part of the decision. The choice between an LLC and a C-Corporation, the state you form in, banking eligibility and recurring filings all deserve attention before you file.

This guide is written for founders living outside the United States who are considering a US entity. It is general information, not a recommendation for your personal legal or tax position.

1. Decide what the US entity is for

Start with a short operating brief: what you sell, where customers are, who will sign contracts, whether you plan to raise venture capital and whether you will have US operations. A holding or invoicing vehicle has different needs from a venture-backed startup.

The two common structures are the limited liability company (LLC) and the C-Corporation. An LLC is flexible and, by default, pass-through for tax; it suits freelancers, small teams and holding structures. A C-Corporation is a separate taxpaying entity and the standard for startups raising venture capital or issuing stock options — very often incorporated in Delaware. Non-residents can own either.

For example, a solo founder invoicing US clients might form an LLC, while a startup planning to raise from US investors would usually form a Delaware C-Corporation. Neither example replaces advice on your actual plans.

2. Choose the state with care

You can form in any of the 50 states, and the “best” one depends on where you operate, your investors and your tax situation — not just the filing fee. Founders often weigh Delaware (investor-friendly case law and the norm for venture-backed C-Corps), Wyoming (privacy and no state income tax) and their home or operating state.

• Confirm the state that fits your operations and investor expectations.
• Check name availability and reserve it if needed.
• Appoint a registered agent with a physical address in that state.
• Decide LLC or C-Corporation, and the ownership and share structure.
• Consider whether you will also register (foreign-qualify) in another state where you operate.

Forming in one state while operating in another can trigger foreign-qualification and extra fees. Confirm the current requirements for your chosen state before you commit rather than relying on an old article.

3. Make identity, EIN and ownership records part of the plan

Every US entity needs a registered agent, and you will generally need an EIN (federal tax ID) for banking, tax and hiring. Expect identity checks as part of banking and, depending on the rules in force, beneficial-ownership (BOI) reporting to FinCEN.

Treat personal identification and any access credentials as sensitive. Follow the official process for verification and do not send passports, bank details or personal codes through a general enquiry form.

4. Separate the formation quote from the annual commitment

A useful quote makes four things visible: state government fees, professional preparation and filing work, third-party services such as the registered agent and EIN, and recurring support. State fees and annual report or franchise-tax costs vary widely and are set by each state. Check the current official fees rather than relying on an advertised headline price.

Ask whether the proposed scope includes the registered agent, EIN, operating agreement or bylaws, BOI reporting, annual reports and any federal filings such as Form 5472. Confirm renewal prices, exclusions, responsibility for government charges and the process for additional work. A low formation price is not a reliable estimate of the cost of operating the company for its first year.

StartEase confirms a written scope before engagement. This guide deliberately does not publish an unconfirmed US package fee or promise that any particular service is included.

5. Treat tax and banking as separate workstreams

An LLC is pass-through by default (though it can elect corporate taxation), while a C-Corporation pays federal — and often state — corporate income tax, with the possibility of a second layer of tax on dividends. Foreign-owned single-member LLCs generally must file Form 5472 with a pro forma Form 1120, and missing federal filings can carry significant penalties. Cross-border founders should also consider obligations in their home country and any tax treaty.

State taxes vary: some states levy income or franchise taxes, others do not, and sales-tax obligations depend on where and what you sell. Your entity type and states determine the overall position.

A bank or fintech makes its own onboarding decision and may ask about the business, ownership and source of funds; many require an EIN and identity verification. Formation does not guarantee an account, and an account does not determine the company’s tax position. Do not make the start of trading depend on an unconfirmed banking timeline.

6. Plan the first year before you finish setup

Federal and state obligations run on different timelines. For a typical US entity:

• Beneficial ownership (BOI): report to FinCEN where the rules apply to your entity, within the applicable deadlines.
• State annual report and franchise tax: file the state’s annual or biennial report and pay any franchise tax or fee to stay in good standing.
• Federal income tax: file the return for your entity type; foreign-owned LLCs may need Form 5472 with a pro forma 1120.
• State income or sales tax: file where you have a filing or collection obligation.
• Registered agent and records: keep a registered agent and your operating agreement or bylaws and ownership ledger current.

Deadlines vary by state and entity, and the first year can differ. Record the actual dates that apply to your company, not just the generic intervals above.

Agree who prepares information, who checks it, who approves submission and where the final records are kept. Using a service provider does not remove the owners’ responsibility to meet their legal obligations.

7. Bring a clear brief to the first conversation

You do not need every answer before contacting a provider. A useful starting point is your country of residence, business activity, expected customers, proposed owners, whether you plan to raise investment and your intended start date. Add whether you are forming a new business, setting up a US subsidiary or seeking support for an existing US company.

From there, agree the structure and state to investigate, the information required and a written service scope. Do not send passports, bank details or personal codes through an initial enquiry form.

Discuss your US setup with StartEase, or compare the LLC and C-Corporation overview.

Official references

Sources reviewed on 11 September 2026. Requirements, thresholds and fees can change. Check the linked official guidance before making a filing or relying on a threshold.

• IRS: Starting a business
• IRS: Employer Identification Number (EIN)
• IRS: Form 5472 for foreign-owned entities
• FinCEN: Beneficial Ownership Information reporting
• US Small Business Administration: Choose a business structure
• Delaware Division of Corporations

Important: This is general educational information, not legal, accounting, immigration or tax advice. Your circumstances, residence, activities and the applicable federal and state rules must be reviewed before taking action. StartEase is not affiliated with the IRS, FinCEN or any state agency.