U.S. company formation
The certificate takes days. The consequences of choosing the wrong entity or the wrong state last for years — so we start with the decision, not the filing.
The two decisions that matter
Entity type, then state — in that order
Entity type
For a foreign-owned business the practical choice is between a limited liability company and a C-Corporation. An S-Corporation is not available where any owner is a non-resident alien, which removes it from most of our clients’ options immediately.
An LLC is flexible and, with a single foreign member, is disregarded for U.S. income tax — which can be an advantage or a trap depending on where the owner is resident and how their home jurisdiction treats it. A C-Corporation is opaque, taxed in its own right, and is what U.S. venture investors expect to see.
The right answer depends on who owns it, where they are taxed, whether profits will be repatriated and whether outside investment is coming.
State of formation
State of formation is widely over-weighted. It governs your internal corporate law, your annual report and your franchise tax — and very little else.
Where you have employees, an office, inventory or significant sales creates nexus, and nexus is what obliges you to register as a foreign entity in that state and file and pay tax there. A Wyoming LLC with a warehouse in California is a California taxpayer.
So we ask what the business will physically do and where, and only then pick the state of formation.
State comparison
The states we are asked about most
Indicative only. Fees and thresholds are set by each state and change; we confirm current figures as part of the structure memorandum.
| State | Commonly chosen for | Ongoing state obligations | Watch out for |
|---|---|---|---|
| Delaware | Startups raising U.S. venture capital; holding companies; the corporate law investors and counsel know best | Annual franchise tax for corporations, plus an annual report; a flat annual LLC tax | Corporate franchise tax under the authorised-shares method can be very large if the share structure is set carelessly at incorporation |
| Wyoming | Holding companies, e-commerce sellers and cost-sensitive LLCs | Low annual report licence fee based on in-state assets | No corporate income tax does not help if the activity and nexus are in another state |
| Nevada | Operating businesses with a Nevada presence | Annual list of officers plus a state business licence fee | Total annual state cost is materially higher than Wyoming for a comparable entity |
| Texas | Operating and distribution businesses with a real Texas footprint | Annual franchise tax report; no state personal income tax | Franchise tax is a margin tax on revenue, not profit, above the no-tax-due threshold |
| California | Businesses with staff, an office or inventory in California — often not a choice | Statement of information plus a minimum annual franchise tax that applies even to a loss-making entity | The minimum tax and the LLC gross-receipts fee apply to any entity doing business in the state, wherever it was formed |
| New York | Financial services, media and businesses with a New York office | Biennial statement; state and, in New York City, city-level taxes | LLCs face a statutory publication requirement that adds real cost in some counties |
What formation includes
Delivered as a complete pack
- Structure memorandum — entity, state and ownership chain, with reasoning and cost
- Name availability check and reservation where needed
- Certificate or articles of formation filed with the Secretary of State
- Operating agreement or bylaws drafted to your ownership and governance
- Initial resolutions, membership or share issuance and cap table
- Federal EIN obtained, including where no owner holds an SSN or ITIN
- Registered agent and registered office appointed from day one
- Corporate record book and a bank-ready document pack
Timing
What actually takes how long
Scoping and structure memo — 2 to 4 business days
Once we have ownership details and a description of the intended U.S. activity, the recommendation and quote follow within a few days.
KYC and engagement — 1 to 3 business days
Identity and ownership verification on the beneficial owners. Delays here are the single most common cause of a slow start, so we send the checklist first.
State filing — same day to 2 weeks
Depends entirely on the state and whether expedited service is used. Delaware and Wyoming are fast; some states are not.
EIN — days to several weeks
Immediate where a responsible party holds an SSN or ITIN. Where no owner does, the application must go by fax or mail and the timeline is set by the IRS, not by us. We say so up front.
Banking — 2 to 8 weeks
Bank and payment-provider onboarding is the longest and least predictable step for foreign-owned entities. We prepare the pack and make introductions; the decision is the bank’s.
Questions
Formation FAQ
Do I need to be in the U.S., or hold a visa, to own a U.S. company?
No. A non-U.S. individual or company can own a U.S. LLC or C-Corporation outright. Ownership is not immigration status — owning the entity does not by itself give you the right to live or work in the United States, and being an owner is separate from being an employee.
Can I get an EIN without a Social Security Number?
Yes. Where the responsible party has no SSN or ITIN, the application cannot be completed online and must be submitted by fax or mail with the responsible party identified by name and foreign tax identifier. It works reliably; it is simply slower, and anyone promising you a same-day EIN in that situation is not describing the actual process.
Which is better for a foreign owner — LLC or C-Corporation?
There is no general answer. A single-member LLC owned by a non-resident is disregarded for U.S. income tax, which can leave the owner personally exposed to a U.S. filing obligation on effectively connected income. A C-Corporation is taxed separately, shielding the owner from personal U.S. filing but creating a second layer of tax and withholding on dividends. How your home jurisdiction treats each — and whether a treaty applies — usually decides it.
Do I have to form in Delaware?
Only if there is a reason to. Delaware is the right answer for companies raising U.S. venture capital and for many holding structures. For an e-commerce seller or a single-owner services business it often just adds franchise tax and a foreign qualification in the state where the work actually happens.
Can you open the U.S. bank account for us?
We cannot open it for you — banks require their own onboarding and, for many institutions, a beneficial owner present or verified directly. What we do is prepare a complete, bank-ready pack, make introductions to institutions and fintech providers that accept foreign-owned entities, and manage the document requests as they come.
What if we already have a U.S. entity that has not been maintained?
Common, and usually fixable. We review the entity’s standing with the state and the IRS, quantify what is outstanding, and run a remediation plan — back annual reports, franchise tax, late returns and, where appropriate, reinstatement of a company that has been administratively dissolved.
Not sure which entity or state fits?
Send us the ownership chain and a paragraph on what the U.S. business will do. We will come back with a recommendation and a cost, at no charge.