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Can I Form an LLC in the US Without Being a US Citizen?
Complete Guide for Foreign Entrepreneurs and Non-Resident Business Owners in 2025
Choosing between Delaware and Wyoming for your LLC formation is one of the most critical decisions you'll make as an entrepreneur. Both states have earned reputations as business-friendly jurisdictions, but they serve different types of businesses and offer distinct advantages. The wrong choice could cost you thousands in unnecessary fees, expose you to unwanted scrutiny, or limit your business growth potential.
While Delaware dominates the corporate world with over 60% of Fortune 500 companies choosing it for incorporation, Wyoming has emerged as the preferred destination for privacy-conscious entrepreneurs and small businesses. Understanding the nuances between these two states will help you make an informed decision that aligns with your business goals, budget, and long-term strategy.
Quick Decision Guide: Choose Delaware if you plan to raise venture capital or go public. Choose Wyoming if you prioritize privacy, low costs, and strong asset protection for smaller operations.
Formation Costs: The Financial Foundation
The initial cost difference between Delaware and Wyoming LLC formation reveals the first major distinction between these states. Wyoming offers significantly lower formation and maintenance costs, making it attractive for budget-conscious entrepreneurs and small businesses.
Quick Answer
Yes, absolutely. Non-US citizens can form and own LLCs in the United States without being a resident or having a visa. There is no requirement to be a US citizen or a resident to form a US LLC. This includes foreign individuals, corporations, and other entities from any country worldwide.
Understanding LLC Ownership for Non-Citizens
You can open an LLC in the US even if you don't live there. There is no requirement to be a US citizen or a resident to form a US LLC. This fundamental principle opens tremendous opportunities for international entrepreneurs looking to establish a business presence in the world's largest economy.
A Limited Liability Company (LLC) is a flexible business structure that combines the liability protection of a corporation with the tax benefits and operational simplicity of a partnership. An LLC is a legal entity that protects business owners' personal assets from creditors and plaintiffs in the event of bankruptcy or a lawsuit.
Key Benefits of Forming a US LLC as a Non-Citizen
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Market Access: It may be easier for the business owner to access the US market, establish credibility, and even raise money from investors.
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Asset Protection: Personal liability protection from business debts and legal claims
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Tax Advantages: Non-resident LLC owners only pay taxes on income sourced in the US. If income is non-US sourced, there is no requirement to pay income tax.
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Banking Access: Ability to open US business bank accounts and access payment processors
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Business Credibility: Filing an LLC shows you are committed to the US market. Doing this may help you when dealing with customers and vendors.
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Investment Opportunities: If you want to raise money from investors, the process may be easier if you have a US LLC.
Who Qualifies as a Non-US Citizen for LLC Formation?
You are considered a US non-resident or non-resident alien (NRA) if you fulfill all of the following three conditions: You're not a US citizen. You're not a US permanent resident (green card holder) You haven't lived in the US long enough to pass the substantial presence test.
The substantial presence test generally means spending more than 183 days in the US during the current year. If you don't meet these criteria, you qualify as a non-resident alien and can form an LLC under the same favorable conditions.
Essential Requirements for Non-Citizen LLC Formation
What You Need to Form an LLC
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Unique Business Name: The name must comply with the state's naming rules and include the phrase "Limited Liability Company" or an abbreviation such as "LLC" or "L.L.C."
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Registered Agent: You'll need a registered agent with a physical address in the state where you're forming your LLC. This agent will receive legal documents and official notices on behalf of your company.
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Articles of Organization: The Articles of Organization is the key legal document that officially forms your LLC for non-U.S. residents
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Employer Identification Number (EIN): Required for tax purposes and banking
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Operating Agreement: While not always required, highly recommended for multi-member LLCs
Choosing the Best State for Your LLC
Choosing the right state to register your Limited Liability Company (LLC) is a crucial decision for non-U.S. residents. The state you select can significantly impact your LLC formation process, filing fees, tax obligations, and overall ease of doing business in the United States.
Wyoming
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Formation Fee: $100
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Annual Fee: $62
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Key Benefits: No state income tax, strong privacy protections, low fees
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Best For: Online businesses, e-commerce
Delaware
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Formation Fee: $90
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Annual Fee: $300
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Key Benefits: Business-friendly laws, established legal system, prestigious reputation
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Best For: Venture capital, complex businesses
New Mexico
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Formation Fee: $50
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Annual Fee: $0
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Key Benefits: No state income tax, strong privacy protections, low fees
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Best For: Consultants, Online businesses, e-commerce
Nevada
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Formation Fee: $75
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Annual Fee: $350
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Key Benefits: No state income tax, strong privacy measures, business-friendly regulations
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Best For: Privacy-focused businesses
State Selection Recommendations
Wyoming: Wyoming has emerged as the most popular choice among non-resident alien entrepreneurs, especially those running online businesses and e-commerce ventures. The combination of no state income tax, low fees, and strong privacy protection makes it ideal for most foreign entrepreneurs.
Delaware: Delaware is renowned for its business-friendly laws and has long been a preferred choice for many entrepreneurs, including foreign business owners. Choose Delaware if you plan to seek venture capital or need a sophisticated legal framework.
Step-by-Step LLC Formation Process
Step 1: Choose Your State and Business Name
Select the state where you want to form your LLC based on your business needs, tax considerations, and operational requirements. Ensure your chosen name is unique and complies with state naming requirements.
Step 2: Appoint a Registered Agent
While it is not typically required for the registered agent to be a US citizen, they must have a physical address within the state where the LLC is registered. Most foreign entrepreneurs use professional registered agent services, which typically cost $199-$300 annually.
Step 3: File Articles of Organization
Submit the required formation documents to your chosen state's Secretary of State office along with the filing fee. This officially creates your LLC as a legal entity.
Step 4: Obtain an Employer Identification Number (EIN)
There are no citizenship or residency requirements for getting an EIN for your LLC. As long as you complete Form SS-4 properly, the IRS will give you an EIN for your LLC. This is crucial for tax purposes and opening bank accounts.
Step 5: Create an Operating Agreement
While not always legally required, an operating agreement is essential for defining ownership structure, management responsibilities, and operational procedures.
Understanding EIN Requirements for Non-Citizens
One of the most important steps in forming your LLC is obtaining an Employer Identification Number (EIN) from the IRS. You don't need an SSN (Social Security Number) to get an EIN. You only need an SSN (or ITIN) if you want to apply for an EIN online.
EIN Application Process for Non-Citizens
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You can get an EIN without an SSN by sending Form SS-4 to the IRS by mail or fax. The IRS does assign EIN to non-US citizens who do not have an SSN, which requires some paperwork and understanding on how to correctly fill out that paperwork.
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Important: You don't need an ITIN (Individual Taxpayer Identification Number) to get an EIN. In fact, you can't even apply for an ITIN unless you need to file a U.S. tax return.
Banking and Financial Considerations
Opening a US business bank account is often a priority for foreign LLC owners, though it can present some challenges. Yes, a non-resident can open a bank account for their LLC in the US. However, finding a bank that accepts non-resident LLCs can be challenging.
Bank Account Requirements
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EIN (Employer Identification Number)
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LLC formation documents (Articles of Organization)
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Operating Agreement (for multi-member LLCs)
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Personal identification (passport)
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Proof of address (may accept foreign address)
You typically need an Individual Taxpayer Identification Number (ITIN) to open an LLC bank account if you are a non-US citizen without a Social Security Number (SSN). However, some banks do not impose this requirement, which may differ depending on the bank.
Tax Implications for Non-Resident LLC Owners
Understanding tax obligations is crucial for non-resident LLC owners. Non-resident LLC owners only pay taxes on income sourced in the US. If income is non-US sourced, there is no requirement to pay income tax.
Key Tax Considerations
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Single-Member LLC: Treated as a "disregarded entity" for tax purposes
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Multi-Member LLC: Taxed as a partnership by default
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US-Source Income: Subject to US taxation
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Foreign-Source Income: Generally not subject to US taxation
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Form 5472: Foreign-owned LLCs classified as disregarded entities must file Form 5472 annually, along with a pro forma Form 1120 (U.S. Corporation Income Tax Return) as a cover page, even if the LLC has no income.
Compliance and Ongoing Requirements
Maintaining your LLC requires ongoing compliance with state and federal requirements. The annual compliance requirements for an LLC owned by a non-resident vary depending on the state where the LLC is registered.
Annual Compliance Checklist
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File annual reports with your state (requirements vary by state)
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Pay state franchise taxes or fees
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Maintain registered agent service
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File required federal tax forms (Form 5472 if applicable)
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Keep corporate records updated
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Comply with any business license requirements
Recent Regulatory Changes for 2025
As of 2024, LLCs must comply with Beneficial Ownership Information Reporting (BOIR) requirements by filing with FinCEN. Foreign owners must report their identity and ownership details within 30 days of forming the LLC or making ownership changes to avoid penalties.
Important: FinCEN Reporting Requirement
All LLCs formed after January 1, 2024, must file Beneficial Ownership Information reports with the Financial Crimes Enforcement Network (FinCEN). This includes detailed information about the LLC's beneficial owners and must be updated within 30 days of any changes.
Common Challenges and Solutions
Typical Challenges for Non-Citizen LLC Formation
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Banking Access: Some banks hesitate to open accounts for non-resident entities
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Physical Presence: Many processes require US-based representation
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Tax Complexity: Understanding US tax obligations while remaining tax-resident elsewhere
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Regulatory Compliance: Keeping up with changing federal and state requirements
Practical Solutions
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Professional Services: Use registered agent and formation services familiar with non-resident needs
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Banking Relationships: Research banks that specifically work with foreign-owned entities
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Tax Guidance: Consult with CPAs experienced in international tax matters
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Legal Counsel: Work with attorneys familiar with foreign business formation
Visa and Immigration Considerations
Forming an LLC does not automatically grant immigration benefits. Non-US residents need to have a business visa or form an LLC as a passive investor. However, As a US LLC owner, you could apply for a business or investor visa.
Important Immigration Note
Simply owning an LLC does not provide work authorization in the United States. If you plan to work in or manage your LLC from within the US, you'll need appropriate visa authorization. Consult with an immigration attorney for specific guidance on visa requirements.
Professional Assistance and Resources
While forming an LLC as a non-citizen is legally straightforward, the practical aspects can be complex. It can be easy to file a US LLC. You can also pay for expedited services and may be able to form an LLC in less than a week.
When to Seek Professional Help
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Complex ownership structures or multiple members
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Significant US-source income expected
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Plans to seek investment or venture capital
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Multiple business entities or subsidiaries
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Uncertainty about tax treaty implications
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Banking challenges or specific industry requirements
Timeline and Costs
The average time it takes for a nonresident to form an LLC in the United States is about one to four weeks. The process can be expedited in many states for additional fees.
Typical Cost Breakdown
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State Filing Fee: $75-$500 (varies by state)
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Registered Agent: $199-$300 annually
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EIN Application: Free from IRS directly
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Operating Agreement: $200-$1,000 if professionally drafted
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Annual State Fees: $0-$800 (varies significantly by state)
Conclusion: Your Path to US Business Ownership
Forming an LLC in the United States as a non-citizen is not only possible but also advantageous for many international entrepreneurs. Non-U.S. residents are eligible to form a U.S. LLC. U.S. citizenship or residency is not required, nor is a Social Security Number (SSN) necessary to establish the LLC.
The key to success lies in understanding the requirements, choosing the right state for your business needs, and ensuring ongoing compliance with federal and state regulations. While the process involves several steps and considerations—from obtaining an EIN to meeting reporting requirements—the benefits of accessing the US market, gaining business credibility, and enjoying potential tax advantages make it a compelling option for foreign entrepreneurs.