How To Open A Company in the USA
Forming a US company is a good way of expanding your business into the US if you’re not a US citizen or operate a foreign company.
The best business structure to use when forming a business in the USA is an LLC or Limited Liability Company. Anyone can form a Limited Liability Company (LLC) in the USA; you do not need to be a US citizen or a US company.
Foreign citizens and foreign companies can form an LLC in the USA.
Overview of Forming a US LLC
The biggest factor you must consider before forming your US LLC is your ability to obtain visas to travel to the US from your country to open a bank account for your US LLC. Opening a US bank account will make it easier to do business with other US businesses.
Please note, forming an LLC in the US does not grant you any visas to work in the USA.
After this, the other most important factors are choosing your LLC’s state, forming the LLC, getting an Employee Identification Number (EIN), and having a physical US mailing address. We will walk you through these factors in the steps below.
What are the Steps to Form a US LLC?
Anyone can form a Limited Liability Company (LLC) in the USA; you do not need to be a US citizen or a US company. Foreign citizens and foreign companies can form an LLC in the USA.
The steps to form your Foreigner-Owned LLC are:
1. Select a State
It is usually advisable to form an LLC in a state without state taxes, so you only have to handle US Federal Taxes.
However, for the purpose of your business, if you need to open offices, or have a physical presence in a particular state, you will need to form an LLC in that state.
When choosing the state to form your US LLC in, it is usually best to first consider if you will have a physical office or presence like employees or a job site in a specific state.
If this is the case, it is best to form your LLC in that state.
This avoids needing to register your LLC as a foreign LLC and hiring registered agents in multiple states.
However, if your business does not have this physical need, it is usually advisable to form your LLC in a state without state taxes, so you only have to handle US Federal Taxes.
The three states you should consider are Wyoming, Delaware, and Nevada.
We recommend Wyoming, as they have foreigner-friendly laws, lower filing and annual fees, and no state, personal, corporate, or capital gains taxes.
Note: Do not pick a formation package including EIN, as the EIN registration requirements for Non-US Citizens and Non-US companies are different, we address this in the next section.
2. Name Your LLC
Every state has its own rules about what kinds of names are allowed for LLCs. In general, you will need to observe these guidelines:
- Your name must include the phrase “limited liability company,” or one of its abbreviations (LLC or L.L.C.).
- Your name cannot include words that could confuse your LLC with a government agency (FBI, Treasury, State Department, etc.).
- Restricted words (e.g. Bank, Attorney, University) may require additional paperwork and a licensed individual, such as a doctor or lawyer, to be part of your LLC.
- Is the URL available? We recommend that you check to see if your business name is available as a web domain. Even if you don’t plan to make a business website today, you may want to buy the URL in order to prevent others from acquiring it.
To learn more about naming your business, read our How To Name a Business guide.
3. Hire a Registered Agent
You also need a Registered Agent. A registered agent is required to be elected to form an LLC in most US States and is designated when forming your LLC.
Most states require every LLC to nominate a registered agent. Your registered agent must be a resident of the state you’re doing business in, or a corporation authorized to conduct business in that state.
It is typically best to hire a registered agent service for your non-resident-owned business, as the service you hire will have a physical address in your business’s state, and will be open all required hours to accept service of process, and other compliance notices.
What is a Registered Agent? A registered agent is a person or business that sends and receives legal papers on your behalf.
These documents include official correspondence like legal summons and document filings, which your registered agent will receive and forward to you.
4. File your LLC with the State
To officially file an LLC, you will need to file your documents with the state.
The most common name for this document is Articles of Organization. It is also known as Certificate of Formation or Certificate of Organization. Your LLC formation document outlines the organizational structure of your business.
TIP
Your Articles of Organization will define if your company is Member-Managed or Manager-Managed, this is an important distinction that is determined by how your company runs.
5. Create an LLC Operating Agreement
An operating agreement is not required in most states, but it’s a good practice to have one.
What is an operating agreement? An operating agreement is a legal document outlining the ownership and operating procedures of an LLC.
Why are operating agreements important? A comprehensive operating agreement ensures that all business owners are on the same page and reduces the risk of future conflict.
6. Get an EIN
You need to obtain an Employer Identification Number (EIN), this is a tax ID for your LLC.
You do not need either a US Social Security Number (SSN) or an Individual Tax Identification Number (ITIN), or a US mailing address to get an EIN.
While these identification numbers do allow for the IRS’s online application process to get an EIN; there are other options for non-resident entrepreneurs, an application can be submitted by fax or mail.
Fax
If you would like to file for an EIN yourself, then filling out, signing, and faxing IRS Form SS-4 Application for Employee Identification Number is the fastest option, typically taking up to one week to receive a reply.
According to some sources, line 7b, where the SSN, ITIN, or EIN of the responsible party is defined, can be filled out as None – Foreign or similar wording, to designate that the responsible party is a non-resident or foreigner filing for a US EIN.
Here is a list of the fax numbers used by the IRS to file Form SS-4, which depends on if the location of your business’s principal office or agency, or your primary residence is within or outside of the US.
Filing Form SS-4 by mail is similar to filing by fax, in that you will fill out, sign and send the completed form to the IRS. This option, however, takes a much longer time, typically up to four to five weeks to receive the EIN.
The IRS address and attn designations for your submission will also depend on if your office, agency, or primary residence is based outside of the US.
7. Get a Physical US Mailing Address
You need a physical address in the state you choose, this is necessary to open a bank account in that state.
One way to get a mailing address in the US is to establish a physical office in the state you’re going to form and do business in if this is required for your business.
However, if you do not need to open a physical office in the US, you will still need a US mailing address in your LLC’s state.
Some services, like Earth Class Mail, can set you up with a real US Mailing address, which is required to register for a US bank account and is useful for other services.
They also receive mail on your company’s behalf to scan and deliver to you online and forward packages out of the country.
8. Open a US Bank Account
Opening a US Bank account for your LLC will be the most complicated part of the process.
Why is it the most complicated? You will need to visit the bank.
- Due to US money laundering laws, banks are required to know their clients.
- This will mean you will need to travel to the US, and obtain visas to do so.
Opening a Business Bank account for your company can be done once you’ve formed the LLC, and received your EIN.
This is by far the most challenging hurdle because it can require a trip to America to physically apply at a bank branch. If you choose this route, you’ll need to call the bank ahead of time to make sure you’re bringing all of the required documents.
Different banks may have different requirements, so contacting them first is a must.
There are some other options though. If you have ever opened a personal bank account in the U.S., you might be able to open a business account remotely. Additionally, depending on the nature of your business, you may be able to get by with a service like PayPal.Learn more on how to protect your business & personal assets by reading our article – How to Maintain your LLC Corporate Veil.
Does my Bank Account Need to be Opened in the Same State as my LLC?
No, your LLC’s bank account does not need to be opened in the state your LLC is formed in, however, the bank must have a presence in that state.
This means that you can fly into an easy-to-access international airport, like New York, visit a bank branch there to open a bank account with a bank that’s also present in your LLC’s state.
What if I Already have an Account with a Bank that’s also in the US?
Some banks, such as the one with which you have a personal account may allow you to prove your identity through an affiliated bank in your country. However, you will need to speak with a bank branch in the United States and set this process up yourself. It is up to the discretion of the bank to allow this.
Summary of Forming a US LLC as a Non-Resident
Again, the biggest factor to consider when forming your US LLC is your ability to get a visa to travel to the US to open a US Bank Account.
After this, to form your US LLC and start doing business in the US, you must:
- Select a state
- Name your LLC
- Hire a registered agent service
- File your LLC
- Create an LLC operating agreement
- Get an EIN
- Get a physical US mailing address
- Visit the US open a US Bank account.