There is no citizenship or residency requirement to own a U.S. LLC. A founder in Lagos, Mumbai, or São Paulo can form a Wyoming LLC tomorrow and have a working U.S. business entity by the end of the week — without an SSN, an ITIN, or ever visiting the United States. The process is six steps: choose a state, name the entity, appoint a registered agent, file the Articles of Organization, get an EIN, and open a U.S. bank account. Total cost starts under $200 in state fees; total time is roughly 4 to 5 weeks, with the EIN being the bottleneck.
What stops most foreign nationals is not legal eligibility — it is knowing which state to file in, which downstream filings the LLC triggers (especially Form 5472), and how to avoid the few mistakes that cause IRS or banking problems six months later. This guide is the structure we use with non-resident clients.
Why a U.S. LLC for a Non-Resident
The U.S. LLC is the most flexible legal entity for foreign founders because it can be either:
- A pass-through entity (default for single-member LLCs) — the LLC files no U.S. income tax of its own. Profits flow to the owner, who has tax obligations only where they have a permanent establishment or U.S.-source income.
- A corporation by election (Form 8832) — the LLC is taxed as a C-corp, which makes sense for founders raising venture capital from U.S. investors.
For most non-residents selling digital products, software, consulting, or e-commerce into the U.S., a single-member LLC taxed as a pass-through is the right answer. It gives you a U.S. legal entity for contracts and banking without creating U.S. corporate income tax liability where none would otherwise exist.
Choosing the State
Three states are the realistic options for non-resident LLCs. Here is how they compare:
| State | Formation fee | Annual cost | Privacy (members public?) | State income tax | Best for |
|---|---|---|---|---|---|
| Wyoming | ~$100 | ~$60 annual report | No — members not listed | None | Most non-resident founders (default) |
| New Mexico | ~$50 | None (no annual report) | No — members not listed | None | Cost-sensitive founders |
| Delaware | ~$90 | $300 min. franchise tax | Partial | None (on out-of-state income) | Venture-backed companies |
Wyoming. Low formation and annual fees, strong privacy, and no state income tax. This is the default recommendation for most non-resident founders unless there is a specific reason to file elsewhere.
New Mexico. The cheapest option, with no annual report at all. Members are not listed in public filings, similar to Wyoming. Sound for cost-sensitive founders who do not need the "Wyoming brand" recognition with U.S. banking partners.
Delaware. The traditional choice for venture-backed companies because Delaware's Court of Chancery has the deepest body of corporate case law in the U.S. If you plan to raise U.S. venture capital, investors will expect a Delaware entity. For non-resident founders not raising venture capital, Delaware is more expensive and the annual franchise tax adds friction without a corresponding benefit.
States to avoid as a non-resident filer:
- California, New York, and Texas — high franchise taxes and burdensome filings if you do not actually conduct business there
- Your future U.S. state of residence — if you plan to move to the U.S., that is a separate filing for a separate purpose, not a substitute for the foreign-owner LLC
How to Form a U.S. LLC: Step by Step
A clean LLC formation involves six steps in this order:
- Choose a name. The name must be unique within the state and end in "LLC" or "L.L.C." Run a name search on the state's Secretary of State portal before filing — name conflicts are the most common reason a filing gets rejected.
- Appoint a registered agent. Every state requires the LLC to have a registered agent with a physical street address in that state. This is the address where official mail (court papers, state notices) gets delivered. Non-residents use a commercial registered agent service.
- File the Articles of Organization. Filed with the state's Secretary of State office. For Wyoming, this is a single online form and a fee. Processing is typically 1 to 5 business days depending on the state and whether you pay for expedited processing.
- Draft an Operating Agreement. Not always required for filing, but functionally required for everything else — opening a bank account, signing contracts, and clarifying ownership for tax purposes. Single-member Operating Agreements are short; multi-member Operating Agreements need real attention to capital contributions, distributions, and exit terms.
- Apply for an EIN. The Employer Identification Number is the federal tax ID for your LLC. Non-residents apply by faxing or mailing Form SS-4 to the IRS. The online EIN application is closed to applicants without a Social Security Number. Processing is 3 to 5 weeks through standard channels, faster through a Certified Acceptance Agent. See our EIN application guide for detail.
- Open a U.S. business bank account. With the EIN, the Articles, the Operating Agreement, and a passport, you can open a business account at a remote-friendly partner like Mercury or Relay. This is the last step because all earlier documents feed into it. See how to open a U.S. bank account as a non-resident.
What the LLC Obligates You to Do Annually
Forming the LLC is the easy part. Keeping it in good standing requires ongoing filings:
- Annual report with the state (Wyoming: around $60; New Mexico: none; Delaware: franchise tax minimum of $300)
- Beneficial Ownership Information (BOI) report with FinCEN — required for most LLCs under the Corporate Transparency Act
- IRS Form 5472 plus a pro forma Form 1120 — required annually for foreign-owned single-member U.S. LLCs, regardless of whether the LLC had U.S. tax liability. This is the filing that catches most non-resident founders by surprise. Penalties for failure to file start at $25,000.
- Sales tax registration in any state where the LLC has nexus (a warehouse, an employee, or significant in-state sales)
- Registered agent renewal annually
The Form 5472 requirement is the one most founders miss. The form is not difficult, but it is mandatory, and the penalty for skipping it is steep. Calendar the filing the day you form the LLC.
Tax Treatment for Foreign Owners
A single-member LLC owned by a foreign person, with no U.S. trade or business and no U.S.-source income, generally has no U.S. income tax liability at the LLC level. But it still has:
- The Form 5472 / 1120 information reporting obligation described above
- An EIN that the IRS expects to see used (or marked as inactive) on filings
- State annual report obligations
- Sales tax obligations if applicable
A multi-member LLC files Form 1065 (a partnership return) and issues K-1s to each owner. Non-resident members may have withholding obligations under Section 1446. A foreign-owned LLC that elects C-corp treatment files Form 1120 like any U.S. corporation and pays U.S. corporate income tax on its worldwide income.
Get the tax classification right at the start. Changing it later is possible but introduces complications. If you also have a personal U.S. filing obligation, you may need an ITIN — see EIN vs ITIN vs SSN to understand which IDs apply to you.
What Goes Wrong for Foreign Founders
The four most common patterns we see:
- Forming in Delaware by default, then realizing the franchise tax exceeds the company's first-year revenue. Wyoming or New Mexico is almost always the better starting state for bootstrapped non-resident founders.
- Filing the LLC and forgetting Form 5472. The IRS does not send reminders. You find out you missed it when a notice arrives with a $25,000 penalty.
- Using a personal foreign address as the LLC's principal office and then getting rejected by U.S. banks. Use the registered agent address or a commercial mail service in the U.S. as the principal office.
- Treating the LLC as a holding shell without an Operating Agreement. Banks, payment processors, and contract counterparties expect to see one. Forming the LLC without it creates downstream friction at every subsequent step.
When to Bundle and When to DIY
If you are comfortable with U.S. compliance filings, comfortable with the Form 5472 obligation, and have an existing U.S. address, you can DIY a Wyoming LLC through the state portal for under $200 in fees.
If you are forming the LLC specifically to operate from outside the U.S., open a U.S. bank account, and access U.S. payment processors, the LLC is one of six interlocking steps. itin.net bundles all six — state filing, registered agent, Operating Agreement, EIN, banking introduction, and ITIN if needed — because doing them out of order or in isolation is where non-resident founders lose the most time.
Frequently Asked Questions
Can a non-resident own a U.S. LLC?
Yes. There is no citizenship or residency requirement to form or own a U.S. LLC. A founder anywhere in the world can form a Wyoming, Delaware, or New Mexico LLC and have a working U.S. business entity within days. You do not need to live in or visit the United States.
Which state is best for a non-resident LLC?
Wyoming is the default recommendation for most non-resident founders: low fees, strong privacy, and no state income tax. New Mexico is the cheapest with no annual report. Delaware is the right choice only if you are raising U.S. venture capital. Avoid California, New York, and Texas unless you actually do business there.
Do I need an SSN or ITIN to form an LLC?
No. You do not need an SSN or ITIN to form the LLC itself or to obtain the LLC's EIN. You may need an ITIN later if you have a personal U.S. tax filing obligation, but the entity formation and EIN do not require one.
How much does it cost to form a U.S. LLC as a non-resident?
State filing fees range from about $50 (New Mexico) to $100 (Wyoming). Add a registered agent service (roughly $100–$200/year) and, for foreign founders, an EIN application. A DIY Wyoming LLC can be done for under $200 in fees; bundled formation services cost more but handle the interlocking steps.
How long does it take to form an LLC?
The state filing itself is typically 1 to 5 business days (faster with expedited processing). The bottleneck for non-residents is the EIN: 3 to 5 weeks through standard fax/mail channels, faster through a Certified Acceptance Agent. Budget around 4 to 5 weeks end to end including the bank account.
What is Form 5472 and why does it matter?
Form 5472 (filed with a pro forma Form 1120) is an annual information return required for foreign-owned single-member U.S. LLCs, even when the LLC owes no U.S. tax. It is the filing most non-resident founders miss. The penalty for failing to file starts at $25,000, so calendar it the day you form the LLC.
Do I need an EIN for my U.S. LLC?
Yes. The EIN is the federal tax ID for the LLC and is required to open a business bank account, file required returns, and work with U.S. payment processors. Non-residents apply by faxing or mailing Form SS-4 because the online application requires an SSN.
Can I open a U.S. business bank account without visiting the US?
Yes. Remote-friendly partners such as Mercury and Relay let non-residents open a U.S. business account online with the EIN, Articles of Organization, Operating Agreement, and a passport. This is typically the final step after formation.
Does a foreign-owned LLC pay U.S. income tax?
A single-member LLC owned by a foreign person, with no U.S. trade or business and no U.S.-source income, generally has no U.S. income tax at the LLC level. It still has information reporting (Form 5472/1120), state annual reports, and sales tax obligations where applicable. Tax classification should be set correctly at formation.
Should I choose Wyoming or Delaware?
Choose Wyoming if you are bootstrapping or running e-commerce, consulting, software, or digital products — lower cost and stronger privacy. Choose Delaware only if you are raising or plan to raise U.S. venture capital, since investors expect a Delaware entity and its Court of Chancery case law. For most non-residents, Delaware's franchise tax adds friction without benefit.
Do I need an Operating Agreement?
Functionally, yes. Even where the state does not require it for filing, banks, payment processors, and contract counterparties expect to see one. A single-member Operating Agreement is short; multi-member agreements need real attention to capital contributions, distributions, and exit terms.
What annual filings does a U.S. LLC require?
Typically: a state annual report (Wyoming ~$60, New Mexico none, Delaware $300 minimum franchise tax), a FinCEN Beneficial Ownership Information report, the federal Form 5472/1120 for foreign-owned single-member LLCs, sales tax filings where there is nexus, and annual registered agent renewal.
