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What has to be decided before you file anything?
Two choices come first: entity type and state of formation. Everything else in the process follows from those two, and nothing can be filed until they are set.
The order is fixed because each step produces a document the next step asks for. Entity type and state decide which formation document you file and what you pay. The state filing creates the company. The company's existence is what lets you apply for an EIN (Employer Identification Number, the federal tax ID). The EIN is what banks and payment processors ask for. Tax filings follow the entity type you picked in step one. Annual compliance follows the state you picked.
Get the order wrong and you lose time, not just money. Founders who open a bank application before the EIN exists get sent back to the start. Founders who pick a state for the fee and later discover a franchise tax bill learn the expensive version of the same lesson.
One thing to settle early, because it shapes everything: a US company does not give you a visa or work authorization. Company registration and immigration are separate systems run by separate agencies. If your plan depends on living in the US, that is a USCIS question, not a Secretary of State question.
LLC or C-Corp: which entity type should a non-US founder choose?
Most non-US founders should form an LLC. Form a C-Corp only if you intend to raise money from US venture investors.
An LLC (limited liability company) is owned by members, taxed by default as a pass-through, and needs far less paperwork. A C-Corp is a separate taxpaying entity with shareholders, a board, and bylaws. The venture path in the US is built around Delaware C-Corps, and most US funds will not write a first cheque into an LLC.
One entity is off the table entirely. An S-Corp election is not available to a non-resident alien owner. Do not let a blog post talk you into filing Form 2553.
| LLC | C-Corp | |
|---|---|---|
| Who can own it | Any non-US resident | Any non-US resident |
| Default tax treatment | Pass-through to members | Entity-level tax on profits |
| Venture capital | Rarely funded | Standard for US VC |
| Admin burden | Lower | Higher: board, bylaws, minutes |
| Annual state cost | Varies by state | Varies by state |
Say your plan is a SaaS product sold to US customers with no outside money. An LLC keeps your filings to one federal form plus a state report, and profits pass to you personally. Suppose instead you want a US seed round in 2027. The C-Corp costs more to run, but it is the shape investors expect, and converting later is real legal work.
The choice also sets your tax profile, which is why it belongs before any filing. More on that further down.
Which state should you register in, and does it have to be where you operate?
You register in exactly one state. Delaware and Wyoming are the common picks for non-residents, but if you run the business physically from a state, registering there is the cleaner route.
There is no national registration. A US business is registered with a specific state or territory, not with the federal government [4]. That single fact explains most of the confusion non-US founders arrive with.
Delaware has a dedicated business court and a deep body of case law, which is why investors prefer it. Wyoming has low annual costs and strong privacy defaults. Your home state, meaning the state where you actually have an office, staff or warehouse, avoids a second filing called foreign qualification, where you register your out-of-state company to do business there.
| Delaware | Wyoming | State where you operate | |
|---|---|---|---|
| Formation fee | Check the current official fee | Check the current official fee | Check the current official fee |
| Annual obligation | Franchise tax plus annual report | Annual report plus licence tax | Varies by state |
| Foreign qualification needed | If you operate elsewhere, yes | If you operate elsewhere, yes | No |
| Investor familiarity | Highest | Moderate | Low |
Heads-up: the state you file in is not automatically the state you owe tax in. Physical operations, staff or inventory in another state create tax obligations there regardless of where you incorporated.
Why do you need a registered agent and a US address before filing?
The formation filing will be rejected without a registered agent who has a physical street address in that state. It is a required field on the form, not an optional extra.
A registered agent is a person or company that accepts official mail and legal service on your behalf during business hours. Four things get blurred together here, and they are not the same:
- Registered agent: legally required, must have a physical address in the formation state, cannot be a PO box.
- Business address: where you list the company. Some states allow a different mailing address for the company itself.
- Virtual address: a mail-forwarding service. Useful for receiving post. It does not satisfy the registered agent requirement on its own.
- Physical presence: an office you actually use. Only relevant for tax and foreign qualification.
You can act as your own registered agent if you have a physical address in that state and are there during business hours. For a founder based in India, that is not workable, so you appoint a commercial agent. That is a provider fee, billed yearly, and it is not a government charge.
What do you actually file to form the company?
You file one document with the state and pay one government fee. For an LLC it is usually called the Articles of Organization. For a C-Corp it is the Certificate of Incorporation. Names and fees differ by state, so check the Secretary of State's own fee schedule before you budget.
This filing is the gate. Until the state approves it and issues a formation date, you have no company, no EIN application, and no bank application.
Expect to supply the company name, the registered agent's details, and a principal office address. Most states process online in days, with an expedite option for an extra government fee. Keep the approved stamped copy. Banks and the IRS will ask for it.
If you want the formation, registered agent and EIN handled in one sequence, US LLC formation for non-residents covers that route.
How does a foreign applicant get an EIN without an SSN?
File IRS Form SS-4 by fax or phone. The online EIN tool requires a Social Security Number or ITIN, and a non-resident founder usually has neither.
This is the step where most do-it-yourself timelines break. The EIN is free. The IRS charges nothing for it, and anyone quoting you a government fee for an EIN is wrong.
The dependency is strict: the company must already exist before the IRS will issue the EIN, because the application asks for the entity's formation date and state. Banks and payment processors then ask for the EIN before they will open an application. No company, no EIN. No EIN, no bank account.
On the SS-4 itself, leave the SSN/ITIN field blank if you do not have one. Enter the responsible party's name and foreign address exactly as they appear on the passport. A mismatch between the SS-4 name and the formation document is the most common cause of a rejected application.
If the fax route feels slow, getting an EIN as a non-US resident is a service we run for exactly this reason.
How do you open banking and payment processing as a non-resident?
You apply with your formation documents and EIN, and the provider decides. No bank or fintech is obliged to approve a non-resident application, and none of them guarantee it.
Two routes exist. A traditional US bank gives you a real banking relationship and usually wants you in a branch in person, with passport and formation documents in hand. A fintech business account onboards remotely, which is the practical option for a founder in India, and it comes with limits on cash deposits and, sometimes, on which currencies you can hold.
KYC (know your customer, the identity checks banks run) is where non-residents stall. Common triggers: a registered agent address used as the business address, no website, and a business description that does not match the company's stated activity.
| Traditional US bank | Fintech business account | |
|---|---|---|
| Remote onboarding | Usually no | Usually yes |
| Typical requirement | In-person visit, passport, formation docs | Online application, EIN, formation docs |
| Approval | Provider decision | Provider decision |
| Fees | Varies by bank | Varies by provider |
Payment processing is a separate application again. Stripe, for example, onboards non-US founders, but approval is Stripe's call, not yours and not ours. Get the bank account working first, because most processors want a settlement account before they will activate.
What federal and state tax filings follow registration?
A foreign-owned LLC with a single member files Form 5472 with a pro forma Form 1120 each year. A C-Corp files Form 1120. State filings depend on where you registered and where you operate.
The 5472 point catches people. A single-member LLC owned by a non-resident is a disregarded entity for US tax, so it looks like it files nothing. It does not work that way. The LLC must file Form 5472 attached to a pro forma Form 1120, and missing it triggers a penalty of USD 25,000 per form.
Whether you owe US tax on the profit is a different question, and the answer depends on your ownership, whether the income is US-source and effectively connected, any treaty between India and the US, state nexus, and how the entity is classified. That is not a blog-post answer. Take it to a qualified tax professional before your first year closes.
What annual compliance routine keeps the company in good standing?
Three recurring items: the state annual report, the state franchise or licence tax, and the registered agent renewal. Miss them and the state dissolves the company, which freezes your bank account and your EIN's usefulness.
- State annual report: a yearly update of company details. Government fee. Deadline set by the state.
- Franchise or licence tax: a state charge for the privilege of being registered. Government fee. Delaware's is the one that surprises people.
- Registered agent renewal: provider fee, billed yearly, not a government charge.
- Federal filing: Form 5472 with pro forma 1120, or Form 1120. Due with your federal return.
Keep the two cost types separate in your head. Government fees go to a state or the IRS. Provider fees go to your agent or filing service. A single all-in number hides which one rises when you skip a year.
Common Mistakes
Filing before choosing entity and state. The formation document differs by entity type and the fee differs by state. Filing first means filing twice.
Assuming the online EIN tool works without an SSN. It does not. Non-residents use Form SS-4 by fax or phone.
Treating the registered agent as the business address. They are separate fields, and using the agent's address as your operating address is a known KYC flag.
Expecting a US company to grant a visa. It does not. Immigration is a separate process.
Skipping the annual report. The state dissolves the company, and reinstatement costs more than the report did.
Mixing government fees with provider fees. You cannot tell what you are actually paying for, or what stops if you cancel.
Frequently Asked Questions
Can a non-US citizen register a company in the US? Yes. No residency or citizenship is required, and foreign nationals can own a US company in any state [2]. Owning one does not grant a visa.
Do I need an SSN to get an EIN? No. File Form SS-4 by fax or phone. The online tool requires an SSN or ITIN.
Which state should a foreigner register in? Delaware or Wyoming are the common picks. Register in your operating state if you have a physical presence there.
Can I open a US bank account remotely? Fintech business accounts usually allow remote onboarding. Traditional banks usually want an in-person visit. Approval is always the provider's decision.
What ongoing filings does a foreign-owned LLC have? Form 5472 with a pro forma Form 1120, plus the state annual report and franchise tax.
Does a US company let me live or work in the US? No. Registration and immigration are separate. A visa is a USCIS matter.
NexFyla helps non-US founders form US companies and set up EIN and US business banking support. If the sequence above is the part you would rather not run alone, opening a US business bank account and the rest of the setup can be handled with you, in order.
*Last updated: June 2026.*
Related reading
- US Company Formation and Payment Gateway: What to Sequence
- Can You Register a US Company From India? What Actually Works
- US LLC Formation for Non-Residents: The Real Sequence
Ready to act on this? US company formation takes the filing, registered agent and paperwork off your desk.