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What are the basic requirements to form an LLC?
You need four things to form a US LLC: a business name that is unique in your state, a registered agent with a physical US address in that state, articles of organization filed with the Secretary of State, and the state filing fee. That is the whole minimum. Everything else is either recommended or comes after.
Quick Answer: An LLC is created by a US state, not by the federal government. To form one as a non-US resident you file articles of organization with a state Secretary of State, pay that state's filing fee, and name a registered agent with a physical address in that state. You do not need US citizenship, a US visa or an SSN. The IRS recognizes the LLC for tax purposes but does not create it [1].
An LLC is a business structure allowed by state statute, and each state writes its own rules [1]. The SBA frames the choice of structure as the first decision a founder makes, because it drives how you are taxed and how much personal liability you carry [2]. For a non-US founder, the practical point is simpler: the state you file in becomes your LLC's home state, and that choice has consequences you will live with every year.
The core pieces:
- Business name that is distinguishable from existing entities and carries the right suffix.
- Registered agent, a person or company with a physical street address in the formation state who accepts legal mail during business hours.
- Organizer, the person who signs and files the paperwork. It can be you, or a formation service acting for you.
- Articles of organization, the one or two page filing that creates the LLC.
- Operating agreement, an internal document setting out ownership and decision rules. Most states do not file it, but you should still write one.
- EIN, the federal tax ID, which you need before banking.
Non-US founders can own 100% of a US LLC. A handful of states add extras: New York requires a publication notice in two newspapers after formation, and Washington folds an initial report into the certificate of formation [6][8]. Check your state's own instructions before you file, because these add real cost.
How to choose a business name for your LLC
Pick a name that no other registered entity in your state already uses, ends in "LLC" or "Limited Liability Company", and avoids restricted words like bank, trust or insurance unless you have approval. Then check it against the state's online business search before you file. A rejected filing costs you the fee and a few weeks.
Name availability search and name reservation are different things. Search is free and tells you what exists today. Reservation holds a name for a short window, usually for a fee, while you prepare the filing. Most founders skip reservation and just file quickly.
Say your first choice is "Northwind Labs LLC" and a search shows "Northwind Laboratory LLC" already registered in Wyoming. Distinguishable or not is the state's call, not yours. Pick a clearly different name rather than arguing the point with a filing clerk.
State registration gives you no rights to a name outside that state, and none at all to a brand. Check the USPTO trademark database before you print packaging, and buy the domain the same week. A DBA (doing business as, a trade name filed at county or state level) covers you if you want to trade under a shorter name.
Which state should you form your LLC in?
Form your LLC in the state where you actually run the business. If you have no US physical presence at all, pick a founder-friendly state like Wyoming or Delaware and understand exactly what you are and are not getting.
This is the section where most guides mislead non-US founders. Forming in Wyoming does not make a business operating in California a Wyoming business. If your team, office or main operations sit in another state, that state will treat you as a foreign LLC and require a foreign qualification filing, with its own fee and its own annual obligations [7]. Two states, two sets of fees, every year.
Delaware is the default for venture-backed C-corps because investors and courts know its corporate law. That logic applies to corporations raising US venture money, not to a one-person LLC selling services from India. Wyoming gives you low annual costs and strong privacy. New Mexico has no annual report, which sounds great until you need a bank that recognizes the state's paperwork without friction.
| State | Filing fee | Annual obligation | Registered agent required | Notes for non-US founders |
|---|---|---|---|---|
| Wyoming | Check the current official fee | Annual report, low fee | Yes | Popular with non-residents, strong privacy |
| Delaware | Check the current official fee | Annual franchise tax | Yes | Sensible for VC-track C-corps, not for most LLCs |
| New Mexico | Check the current official fee | No annual report | Yes | Cheap to hold, thinner support ecosystem |
| California | Check the current official fee | Annual franchise tax, minimum applies | Yes | Only if you actually operate in California |
| New York | Check the current official fee | Biennial statement plus publication on formation | Yes | Publication cost can run into hundreds of dollars [6] |
Heads-up: state fees change. Verify every number on the Secretary of State's own site the week you file, not from a blog.
How to file the articles of organization
File the articles of organization (called a certificate of formation in some states) with your chosen state's Secretary of State, online or by mail, and pay the fee. Online filing is faster and cheaper in most states.
The form asks for the LLC name, principal office address, registered agent name and address, the organizer's name, and sometimes an effective date and purpose clause. A foreign principal address is accepted in most states. New York's Department of State, for example, describes formation as organizers filing Articles of Organization under state law [6]. Georgia's process is the same shape: a domestic entity is one created in that state for the first time, filed through the Secretary of State [3][4].
You can file it yourself or hand it to a formation service. Filing yourself costs the state fee and an hour of your time. A service adds a provider fee on top, and what you are really buying is the registered agent and someone to catch form errors.
Processing runs from same-day to a few weeks depending on the state and whether you pay for expedited handling. Filing does not guarantee approval. A name conflict, a missing signature or a registered agent who has not consented gets the filing rejected, and you refile.
What is a registered agent and do you need one?
Yes. Every state requires an LLC to name a registered agent: a person or company with a physical street address in the formation state who is available during business hours to receive legal documents, tax notices and service of process.
A registered agent is not a business address and not a virtual mailbox. A PO box will not do. The address must be a real street address in that state, and in most states the agent's name and address are public record. That is the whole trade-off: your privacy costs a recurring fee.
If you have a genuine US address in the state, you can act as your own agent. Most non-US founders cannot, so they appoint a commercial service. Budget for it as a yearly cost, not a one-time one, and check that the service also scans and forwards mail, because that is where the real value sits.
Say your registered agent contract lapses in month 14 because the card on file expired. The state mails a notice to the agent's address, not yours. You find out when the LLC is administratively dissolved. Set a calendar reminder for the renewal date.
How to get an EIN for your LLC
Apply for an EIN with Form SS-4. It is free, and the IRS issues it. Non-US founders without an SSN or ITIN cannot use the online application and must file by fax or mail instead.
That single sentence is the most useful fact in this article. The online EIN tool requires a valid SSN, ITIN or EIN of the responsible party. Without one, you complete the paper Form SS-4 and fax it to the IRS international line, or post it. Fax is faster. Expect days rather than weeks on fax, and several weeks by post.
Do not pay a third party for the EIN itself. You pay for someone to fill in a two-page form and wait on hold. If that is worth your time, fine, but know what you are buying.
Passport-based verification is normal at this stage. Your EIN confirmation letter (CP 575 or 147C) becomes the document banks and payment processors ask for first.
How to open a US business bank account
You can open a US business bank account as a non-US founder, but approval is the bank's decision, not yours to assume. Traditional US banks usually want an in-person visit, a US address and sometimes a US phone number. Fintech providers accept online applications with a passport, EIN and formation documents.
Bring the same set everywhere: EIN letter, articles of organization, operating agreement, passport, and proof of address, which can be foreign at fintechs. Mercury publishes that it accepts non-US founders, and as of early 2026 that is a claim about its own onboarding, not a rule. Approval still depends on your business model, your countries of operation and the provider's compliance checks.
| Option | In-person visit | US address needed | Notes |
|---|---|---|---|
| Large US bank branch | Usually yes | Usually yes | Strongest for cash and lending, hardest to open remotely |
| US fintech (Mercury, Wise Business and similar) | No | Varies | Fast online onboarding, limited cash handling |
| Payment processor (Stripe) | No | No | Not a bank account, but often what you actually need first |
Stripe is not a bank, and a Stripe account does not replace one. Many founders need both: a bank account to hold money and a processor to take cards. If payments are your first problem, read up on Stripe setup for non-US residents before you shop for banks.
Skip the branch visit if you cannot travel. It costs a flight and does not guarantee an account. Apply to a fintech first, keep your documents consistent, and add a traditional bank later when you have US revenue.
What compliance steps follow after formation?
After formation you must file your state's annual report or franchise tax, keep your registered agent current, and file your federal tax returns. Miss these and the state penalizes you or dissolves the LLC.
Ongoing items to track:
- Annual report or franchise tax. Wyoming and Delaware charge annually. California's franchise tax has a minimum that applies even at zero revenue. Check your state's current amount.
- Registered agent renewal. Yearly, and non-negotiable.
- Business licenses and permits at state, county or city level, depending on what you sell.
- Federal tax filings. This is where non-resident owners get caught out.
A single-member LLC with a non-US owner is a disregarded entity by default, meaning the IRS looks through it to the owner [1]. That does not mean nothing gets filed. A foreign-owned single-member LLC files Form 5472 with a pro forma Form 1120 every year, and the penalty for not filing is severe. Multi-member LLCs file Form 1065. Whether you owe US tax depends on your ownership, your US-source and effectively connected income, any treaty position, state nexus and your entity classification. Get a qualified tax professional to look at your facts before your first deadline.
Heads-up: the Form 5472 obligation exists even when the LLC had no activity. It is the most commonly missed filing for foreign-owned LLCs.
Common Mistakes
- Forming in Wyoming while operating elsewhere. You end up with two state filings and two fees. Form where the work happens, or accept the foreign qualification cost knowingly.
- Using a virtual mailbox as a registered agent. A mailing address is not a registered agent. The state rejects the filing or you miss legal notices.
- Paying for an EIN. The IRS issues it free. You are paying for paperwork, not for the number.
- Assuming the EIN arrives automatically. It does not. No EIN means no bank account and no Stripe.
- Skipping the operating agreement because the state did not ask for it. It is the document that proves who owns what when a bank or a dispute asks.
- Missing the New York publication requirement. Formation is not finished until the notice runs [6].
- Mixing personal and business money. Liability protection weakens when the LLC's finances are indistinguishable from yours.
- Forgetting Form 5472. The penalty applies whether or not you had income.
If you want the formation, EIN and banking steps handled in one sequence, NexFyla helps non-US founders form US companies and set up EIN and US business banking support. You can see what each package covers on the NexFyla pricing page, and if you are still deciding on structure, start with US LLC formation for non-residents.
Frequently Asked Questions
Can a non-US citizen form an LLC in the USA? Yes. Most states impose no citizenship or residency requirement. You need a registered agent with a US address and an EIN.
Do I need an SSN to get an EIN for my LLC? No. File Form SS-4 by fax or mail. The online EIN tool requires an SSN or ITIN, so most non-US founders cannot use it.
What is the cheapest state to form an LLC? Wyoming and New Mexico keep annual costs low. Cheap is not the same as right: if you operate in another state, foreign qualification fees erase the saving.
Can I open a US business bank account without visiting the US? Fintech providers accept online applications. Traditional banks usually want an in-person visit. Approval is always the provider's decision.
Do I need to file a separate tax return for my LLC? The LLC itself is disregarded by default for a single member [1]. A foreign-owned single-member LLC still files Form 5472 with a pro forma Form 1120. Ask a tax professional about your situation.
What happens if I don't file an annual report? The state charges penalties and can administratively dissolve the LLC. Once dissolved, you lose the liability protection you paid for.
*Last updated: February 2026.*