US LLC Formation

What is a US LLC, and why do non-residents form one?

An LLC (Limited Liability Company) is a business structure created under each US state's law. It keeps the company's assets separate from yours and can have a single owner, called a member. No US citizenship or residency is required: a foreign individual, a company or another LLC can be a member.

Entrepreneurs based in Europe, Asia, the Middle East or Latin America mostly form one to invoice in dollars, open a US bank account, or use payment tools and marketplaces that require a US business. Everything is done remotely.

Single-member LLC owned by a non-resident: a disregarded entity

By default, the IRS ignores a one-member LLC for income tax: it is a disregarded entity. It pays no federal corporate income tax; its results are its owner's. With two or more members, it is treated as a partnership by default.

A non-resident is taxed in the US only on US-source income and on income connected with a US trade or business; your country of tax residence may tax the profits too.

Disregarded does not mean invisible. For reporting purposes, a foreign-owned LLC is treated as a corporation: it files Form 5472 attached to a pro forma Form 1120 for every year in which it had a transaction with its owner. Your contribution, the formation costs you pay and your withdrawals all count, so the formation year is almost always covered.

Wyoming vs New Mexico vs Delaware: state fees in 2026

Your choice of state does not change the federal treatment, but it sets the public fees and deadlines. Amounts published in 2026, excluding the registered agent:

In Wyoming, the tax is $60 or 0.02% of the company's assets located in the state, whichever is greater. Delaware's LLC tax is $400; paying late costs $200 plus 1.5% interest per month. We recommend Wyoming in most cases.

Registered agent: your LLC's legal address in the state

All three states require a registered agent: a person or company established in the state, at a physical address, that receives legal papers and official mail. Without one, the state can dissolve the LLC.

The formation filing shows the company name, its registered agent and addresses; none of the three states requires the members' identity in it. That privacy applies to the public: the IRS, which records the EIN's responsible party, and your bank know who owns the LLC.

How to form a US LLC as a non-resident, step by step

1. Name and state. The name must include “LLC” (or an accepted abbreviation) and be available in the state you choose.
2. Articles of Organization (in Delaware, Certificate of Formation): filed with the state, naming the registered agent; online only in New Mexico.
3. Operating Agreement: the internal rules (ownership, management, profit sharing). It is not filed with the state, but a bank may ask for it.
4. EIN: the company's tax number (Form SS-4). Without an SSN or ITIN, or with a principal place of business outside the US, it is requested by phone, fax or mail, not online: that is our EIN Express service.
5. Bank account: banks usually ask for the filed formation document, the IRS document assigning the EIN and the owners' passports.

No EIN, no bank account. The full path is in our guide Creating a US LLC as a non-resident.

Documents you need to form your LLC

Formation requires only a few documents:

• your valid passport (photo page);
• a recent proof of address in your name, such as an electricity or internet bill;
• your email address and phone number;
• the name you want for the LLC, with an alternative, and a short description of the business.

An expired passport or an old proof of address mostly delays opening the bank account.

After formation: what your LLC must file

• State: in Wyoming, the annual report and tax on the first day of the anniversary month, with a risk of dissolution after 60 days; in Delaware, the tax by June 1; in New Mexico, nothing. In every state, the registered agent must be kept in place.
• IRS: Form 5472 and the pro forma 1120 by April 15 for a calendar year, or six months later with an extension (Form 7004). A missing, late or substantially incomplete Form 5472 costs $25,000, then $25,000 per 30-day period beyond 90 days after IRS notice.
• Bureau of Economic Analysis: a business set up by a foreign investor is reported on Form BE-13; below $40 million, a claim for exemption is enough, within 45 days.
• FinCEN: nothing since the final rule of August 11, 2026, effective August 14: companies created in the United States no longer report beneficial ownership information (BOI), even when owned by non-residents.

Our accounting service handles Form 5472 and the pro forma 1120; for a missed deadline, see our LLC operations.

Common mistakes that cost money

• believing an LLC with no revenue has nothing to file: your contribution alone makes Form 5472 mandatory;
• choosing Delaware for its reputation, with no fundraising in sight: $400 a year for an advantage you won't use;
• missing the state deadline: a penalty in Delaware, possible dissolution in Wyoming;
• mixing personal spending with the LLC's account: every movement must be reported, and the $25,000 penalty also covers failure to keep records;
• walking away from an LLC without dissolving it: state charges keep running.

How LLC formation works with Altixia

1. A first conversation, on WhatsApp or in a scheduled call, to choose the state and your services: EIN, ITIN, bank account.
2. You upload your passport and proof of address to our online order space.
3. We file with the state: the LLC is formed within 24 business hours, with the registered agent and mail handling included for the first year. You then sign the company documents electronically, including the Operating Agreement.
4. We obtain the EIN: 24 business hours with an ITIN or SSN, 48 to 72 without.
5. We help you open two US bank accounts and, if needed, prepare your ITIN application within 24 to 48 hours as an IRS-authorized Certifying Acceptance Agent.

Follow-up happens on WhatsApp, in your language, until the company is operational.