How Non-U.S. Founders Can Legally Form and Run a U.S. Company

Introduction

ZLin CPA assists entrepreneurs and investors worldwide to form and operate in the U.S. Whether you need to set up a non‑resident LLC in USA, learn how to register a company in USA as a foreigner, or discover how to start a business in USA for foreigners, we provide step‑by‑step guidance: company formation, EIN application, business bank account setup and U.S. tax planning. Book a free 15‑minute consultation to discuss your case.

Contact us today for help: Your Trusted Dallas Business Services Provider | ZLin CPA Accounting & Consulting

Who Can Form a U.S. Company?

Age: 18+ (minors need a guardian)

Citizenship/Visa:

• U.S. citizens and green-card holders—no restrictions.

• Foreign nationals—no special visa is required merely to form the company. You can be located anywhere in the world.

Important distinction: forming a company ≠ the right to work or live in the U.S. If you want to run the business while physically inside the United States, you need a work-authorized visa (E-2, L-1, H-1B with side-business authorization, green card, etc.). A B-1/B-2 tourist visa does not allow active management from inside the U.S.

U.S. Address:

Every state requires a physical street address inside that state (P.O. boxes are not enough). Non-residents almost always hire a registered-agent service (≈ $50-$300/year) to satisfy this.

Budget:

State filing fees range from ≈ $50 (Wyoming LLC) to $500+ (some C-Corp states). Add registered-agent fees, optional attorney/CPA consultations, bank-account opening costs, annual report/franchise taxes, etc.

How to Start a Business in USA for Foreigners — Non‑Resident LLC & Registration Steps

Step 1: Pick and Register the Entity Type

The two structures foreigners use most:

1. Limited Liability Company (LLC)

• Definition: Hybrid entity—liability shield like a corporation, tax “pass-through” like a partnership.

• Pros: Simple management, liability protection, single-layer taxation by default, no restriction on foreign members.

• Formation document: Articles of Organization filed with the state.

• Cost: $50-$500+, state dependent.

• Recommended for: Most small to mid-size cross-border e-commerce sellers.

We guide clients through the practical steps to register a company in USA as a foreigner: choosing entity type, filing formation documents, applying for an EIN, and meeting state and federal compliance.

2. C-Corporation (C-Corp)

• Definition: Separate legal person; strongest liability shield.

• Pros: Easy to raise capital via equity, VCs insist on it, path to IPO.

• Cons: Double taxation (21 % federal corporate tax + 30 % withholding on dividends to foreigners unless a treaty lowers it). More paperwork—board meetings, minutes, bylaws.

• Formation document: Articles of Incorporation.

• Recommended for: Start-ups that need outside investors or plan to scale aggressively.

Registration Workflow

a. Choose the state (Delaware, Wyoming, Nevada, or the state where you will actually operate). Consider income-tax rates, franchise tax, filing fees, privacy.

b. Check name availability on the state website; add “LLC,” “Inc.,” or “Corp.” as required.

c. Appoint a registered agent (mandatory for non-residents).

d. File online; pay the fee.

e. Receive stamped “Certificate of Formation/Incorporation.”

Step 2: Apply for a Federal Employer Identification Number (EIN)

• Purpose: 9-digit tax ID from the IRS—required to open a bank account, hire employees, file taxes.

• How foreigners do it: Online (IRS website, only during U.S. Eastern business hours) or by faxing Form SS-4.

• Key point: You need either (1) your own SSN/ITIN, or (2) a “Third-Party Designee” (registered agent or CPA) with an SSN to act as the responsible party.

Step 3: Create an Operating Agreement / Shareholder Agreement

Even single-member LLCs should have one. It is the internal “constitution” covering:

• Ownership percentages and capital contributions

• Management structure (member-managed vs. manager-managed)

• Profit/loss allocation (must match IRS K-1)

• Transfer restrictions (right of first refusal, buy-out on death/divorce)

• Dissolution triggers

Have a U.S. attorney draft or review it; state default rules are usually unfavorable.

Step 4: Choose the Tax Classification

Default rules:

• LLC → pass-through taxation (Form 1065 + K-1 to members).

• C-Corp → entity-level tax (Form 1120) + possible 30 % withholding on dividends.

LLCs can elect C-Corp taxation (Form 8832) or, if all owners are U.S. taxpayers, S-Corp (Form 2553). Foreigners cannot own S-Corp shares, so S-election is off the table for most non-residents.

Withholding & Reporting for Foreign Owners

• LLC profits allocated to foreign members are usually “effectively connected income” (ECI) and taxed at graduated rates; the LLC must withhold.

• C-Corp dividends to foreigners are subject to 30 % withholding unless a treaty lowers it.

Always engage a U.S. CPA experienced in international tax before you pick the structure.

Step 5: Open a U.S. Business Bank Account

The trickiest step for non-residents.

Required documents:

• Certified copy of Articles of Organization/Incorporation

• EIN confirmation letter (IRS CP 575 or 147C)

• Operating Agreement or Bylaws + shareholder ledger

• Passport(s) of all signatories and 25 %+ shareholders

• Proof of personal U.S. address (lease, utility bill) – some banks insist on it

• Proof of company U.S. address (registered-agent lease or utility bill)

Strategies to succeed:

• Visit in person—highest success rate.

• Choose banks known to work with international clients (Mercury, Relay, some Silicon-Valley or ethnic-Chinese banks).

• Use an incorporation service that offers “bank-intro” packages.

• Bring a concise, truthful business plan and evidence of where your revenue comes from.

Ongoing Compliance:

• Annual report / franchise tax (state-specific)

• Federal and state income-tax filings (1120, 1065, 5472, etc.)

• Sales-tax permits if you have nexus in any state

• Maintain a registered agent and keep records updated

For non‑resident LLC in USA clients we also assist with U.S. business bank account introductions, tax residency considerations and ongoing reporting obligations.

Key Takeaways

1. Foreigners can 100 % own and form a U.S. LLC or C-Corp without ever setting foot in the country.

2. Most small exporters start with a Wyoming or Delaware LLC because of low fees, strong privacy, and pass-through taxation.

3. A U.S. company does not automatically give you the right to work inside the United States; you still need an appropriate visa if you plan to operate from U.S. soil.

4. Banking remains the hardest part—plan a trip or work with a fintech bank that accepts remote onboarding.

5. Engage a U.S. CPA before you generate meaningful revenue; the IRS penalties for late or incorrect filings can dwarf the cost of professional advice.

By following the steps above—and budgeting for competent legal, tax, and banking help—you can have a compliant, fully operational U.S. entity ready to invoice American customers.

FAQ

• Q1: What is a non‑resident LLC in USA?
  A1: A non‑resident LLC is a U.S. limited liability company owned by foreign individuals or entities. ZLin CPA helps foreign owners form the LLC, obtain an EIN, and handle tax registration.

• Q2: How to register a company in USA as a foreigner?
  A2: Typically: choose state & entity, file formation documents, get an EIN, open bank account, and set up bookkeeping/tax filings. We provide full support through each step.

• Q3: Can foreigners open a U.S. business bank account?
  A3: Yes. Many banks allow non‑resident LLCs to open accounts with required ID and formation documents; we can assist with bank introductions and required paperwork.