US LLC Formation for Non-Residents: State, EIN, Bank & Compliance
How non-residents form a US LLC: choosing the state, registered agent, EIN with Form SS-4, banking, Stripe and Form 5472 compliance.
A US limited liability company (LLC) is the most common way for European founders to sell to American customers, get paid in dollars and use US financial tools. You do not need to be a US citizen or resident, and you do not need to travel. What you do need is the right state, a correct EIN application, and a clear view of the annual filings that apply to foreign-owned LLCs.
For a done-for-you service, see our dedicated page: Open a US LLC from Europe.
What an LLC is: and what it is not
An LLC is a company formed under the law of a US state. It separates your personal assets from the business and is flexible in how it is managed and taxed. By default, a single-member LLC owned by a non-resident is treated as a “disregarded entity” for US federal income tax purposes, while a multi-member LLC is treated as a partnership. An LLC can also elect to be taxed as a corporation.
What an LLC is not: a way to avoid tax in your home country. Where you live and where the business is really run determine much of the tax outcome.
Choosing the state
You can form an LLC in any state, regardless of where you live. The common choices for non-residents:
- Wyoming: low maintenance and strong privacy; popular with online businesses.
- Delaware: the reference for venture-backed companies; the natural path if you plan to convert to a C-corporation and raise from US investors.
- Florida: practical when you will have real operations, clients or travel on the East Coast.
- New Mexico: very light ongoing filings for simple, one-person businesses.
If your business physically operates in another state (employees, an office, inventory), you may also have to register there as a foreign LLC. Choose the state for where you will actually do business, not for headlines.
Step by step: forming the LLC
- Pick the state and a name that is available in that state’s business registry.
- Appoint a registered agent with a physical address in the state to receive legal documents.
- File the Articles of Organization (called a Certificate of Formation in some states) with the Secretary of State and pay the state fee.
- Sign an Operating Agreement. Not always filed, but banks and payment providers often ask for it, and it governs ownership and management.
- Obtain an EIN (Employer Identification Number) from the IRS. Applicants without a US Social Security Number generally apply with Form SS-4 by fax or mail rather than online.
- Check beneficial ownership reporting. FinCEN’s rules under the Corporate Transparency Act changed significantly in 2025; verify the current requirements on fincen.gov before assuming you must, or need not, file.
Banking, payments and credit
With the LLC documents and EIN, you can apply for a US business account. Several regulated US fintech banks accept non-resident owners and onboard remotely; traditional banks often require a visit or US history. With an account in place, you can activate payment processors such as Stripe and receive USD payouts.
Building a US business credit profile takes time: an address, an EIN, a bank relationship and a track record. Card approvals and credit programmes are decided by each provider based on eligibility.
Annual compliance for foreign-owned LLCs
This is where most problems start, in year two, not on day one.
- State annual report and fees, where the state requires them, and registered agent renewal.
- Form 5472 with a pro forma Form 1120: a single-member LLC owned by a foreign person must file this information return with the IRS each year to report transactions with its owner and related parties. Penalties for not filing are significant.
- Federal and state income tax returns where the LLC has US-source income or is engaged in a US trade or business.
- Home-country taxes: in most European countries you will need to report the LLC’s income, either as personal income or under controlled-foreign-company or transparency rules.
Is a US LLC right for you?
An LLC is usually a good fit if you sell online to customers worldwide, invoice US clients, need US payment rails, or are testing the US market before a larger entry. If you plan to raise venture capital in the US, a Delaware C-corporation is usually expected: an LLC can be converted later, but planning saves cost. If your clients are mostly in Europe, a local EU company may be simpler.
Common mistakes
- Choosing a state only because it is “cheapest” while operating elsewhere.
- Applying for an EIN with an incorrect responsible party.
- Not filing Form 5472 because “the LLC had no income”.
- Assuming no tax is due in the founder’s country of residence.
- Mixing personal and business funds, which weakens limited liability.
Document checklist
- Members: passport copy, residential address and, for corporate members, the parent’s registration documents and authorised signatory.
- State filing: LLC name, registered agent name and address in the state, organiser details and, in some states, the names of members or managers.
- Operating agreement: management (member-managed or manager-managed), capital contributions, profit allocation, transfer restrictions and what happens if a member leaves.
- EIN application: Form SS-4 identifying a “responsible party”, usually the owner.
- Bank onboarding: articles of organization, EIN confirmation letter, operating agreement, passport, proof of address and a description of the business and expected flows.
LLC vs C-corporation
| LLC | C-corporation | |
|---|---|---|
| Default US tax | pass-through (single-member: disregarded) | taxed at entity level |
| Investor fit | limited for venture capital | standard for VC funding |
| Paperwork | flexible operating agreement | bylaws, board, share issuances |
| Foreign owner filing | Form 5472 + pro forma 1120 (single-member) | corporate return; Form 5472 where applicable |
An LLC can elect to be taxed as a corporation, and many startups that plan to raise venture capital start as Delaware C-corporations instead.
How long it takes, qualitatively
State filing is often fast, especially online. The EIN is usually the slowest step for non-residents applying by fax or mail, and the bank account depends on the provider’s onboarding. Plan the bank early, because many payment processors require both the EIN and a US account.
Official sources
- IRS, Employer Identification Number: irs.gov/ein
- IRS, Form 5472: irs.gov/forms-pubs/about-form-5472
- FinCEN, Beneficial ownership information: fincen.gov/boi
- US Small Business Administration: sba.gov
Focaly is not a law firm, bank or tax advisor; tax outcomes depend on your residence and activity.
How Focaly Group helps
Our US LLC service, llc.focalygroup.com, handles formation, registered agent, EIN, the document pack banks ask for, banking and Stripe setup, and the yearly compliance calendar. It sits within our Company Formation & Expansion practice, so the US entity can be planned alongside your European structure.
Frequently asked questions
Can a non-resident open a US LLC?
Yes. There is no citizenship or residence requirement. You need a valid passport, a registered agent in the state and an EIN.
Which state is best for a non-resident LLC?
It depends on the business. Wyoming and New Mexico suit simple online businesses, Delaware suits companies planning to raise from US investors, and Florida suits real US operations.
Do I need an SSN or ITIN to get an EIN?
No. Non-residents without an SSN or ITIN can obtain an EIN, usually by submitting Form SS-4 to the IRS by fax or mail.
Does a foreign-owned LLC have to file anything if it made no money?
Yes. A foreign-owned single-member LLC generally must file Form 5472 with a pro forma Form 1120 every year, even with no income.
Will I pay US tax?
It depends on whether the LLC has US-source income or a US trade or business, and on treaties. You will usually also have reporting obligations in your country of residence.
