Who this is for
- People living outside the US who want to form a US LLC
- Non-resident owners who just formed an LLC and want to know what it files in its first year
Not covered here
- Which state to choose, and each state's rules in depth
- Form SS-4 and Form 5472 line by line
- When the business owes US income tax
- Your home country's tax on the LLC
How to start an LLC in the US as a non-resident: the steps in order
A person who lives outside the US can form a US LLC in seven steps; the last puts the first filings on the calendar. The order matters: the IRS says to form the LLC with the state before applying for an EIN, or the EIN may be delayed (IRS: get an EIN).
This page is for owners who are not US citizens or green card holders. A US citizen abroad reports a one-owner LLC on their own return instead (forming a US LLC while living abroad); if you live in the US on a visa, see starting an LLC on a visa.
| Step | What you do | What it needs | How long |
|---|---|---|---|
| 1 | Choose a state | The formation fee and yearly charge, to compare | Your decision |
| 2 | Hire a registered agent | An agent with a street address in that state | Before you file |
| 3 | File articles of organization or a certificate of formation | LLC name, agent's name and address, the fee | Set by the state; in Wyoming, online filings are active once filed |
| 4 | Sign an operating agreement | Who owns the LLC and who manages it | Same week |
| 5 | Get an EIN on Form SS-4 | The filed formation document; your name and home address | Fax: about 4 business days; mail: about 4 weeks |
| 6 | Open a bank or payment account | Proof of who owns and controls the LLC | Set by each bank |
| 7 | Put the first filings on the calendar | Records of every payment between you and the LLC | Form 5472: 15th day of the fourth month after year-end |
Forming the LLC does not by itself make you owe US income tax. It does start a reporting duty: a one-owner LLC owned by a foreign person files Form 5472 for any year it has a reportable transaction with you or another related party, such as your other company, and paying its formation costs counts. Missing it carries a $25,000 penalty, even when the LLC had no income.
Your case is not simple when:
- the LLC has two or more owners, which makes it a partnership by default;
- you, or people working for the LLC, do the work in the US, or it sells inventory in the US;
- you want the LLC taxed as a corporation;
- your home country also taxes the LLC's profit or what you take out;
- you may become a US tax resident, for example by moving to the US, which changes what you and the LLC file (IRS: tax residency);
- the LLC already exists and a Form 5472 was missed.
Gather before you start: passport, home address abroad, two or three name choices and the agent's details. Keep as you go: the state's filing receipt and filed document, the EIN letter, and a record of every payment between you and the LLC from day one.
Can a foreigner open an LLC in the US?
Yes. The IRS says most states do not restrict who owns an LLC, and members may include individuals, companies and foreign entities (IRS: LLCs). Delaware's statute, for example, asks the certificate of formation only for the LLC's name and its registered agent and office (Del. Code tit. 6, § 18-201); nothing about the owner's citizenship, residence or visa.
A US LLC is not anonymous to the IRS or to banks. Form SS-4 names the person who controls the LLC, banks must identify its owners, and Form 5472 reports the foreign owner.
Step 1: which state, and what does it cost to form?
Compare the yearly state charge, not only the formation fee: the yearly charge repeats every year. This page uses Wyoming, Delaware and New Mexico as examples. For how to choose, see best state for a non-resident LLC.
| State | State filing fee | Yearly state charge | Full guide |
|---|---|---|---|
| Wyoming | $100 | Annual report with license tax of at least $60, due the first day of the month the LLC was formed | Wyoming LLC |
| Delaware | $110 | Annual tax of $400 for the prior year, due June 1; no annual report | Delaware LLC |
| New Mexico | $50 | No annual report or state fee found (unconfirmed); see the state guide | New Mexico LLC |
Sources: Wyoming fee schedule, Wyoming FAQs, Delaware fee schedule, Delaware LLC tax instructions, New Mexico forms. Card payments can add a convenience fee, and a registered agent charges its own fee.
Steps 2 and 3: registered agent and formation filing
A registered agent is the person or company in the state that accepts lawsuits and official mail for the LLC and passes them on. Delaware and Wyoming both require one at a physical street address in the state (Delaware: how to form; Wyoming: registered agents), so an owner abroad usually hires one.
The formation document need not be signed by you: in Delaware, any "authorized person" can sign it (§ 18-201(a)), and in Wyoming the agent also signs a consent to appointment: a paper filing sends it with the articles, while an online filer certifies having it and keeps it (Wyoming: registered agents). Wyoming returns a filed copy, a certificate and a receipt, and everything typed into the filing becomes public (Wyoming: how to create a company). Keep the filed document and receipt: Form SS-4 asks when the business started (line 11), and the fee is a Form 5472 item if you paid it yourself. For one state's rules, see Delaware LLC or Wyoming LLC.
Step 4: does a one-owner LLC need an operating agreement?
Not to exist, but a written one is the clearest record of who owns and controls the LLC. In Delaware, the agreement can be written, oral or implied (§ 18-101(9)), and only the certificate of formation is filed with the state (§ 18-201(a)).
Ownership and control are what the IRS asks on Form SS-4 and what a bank must verify when it opens the account (31 CFR 1010.230). A one-owner agreement usually names the sole member, says who manages the LLC, and records what the member put in.
Step 5: how do I get an EIN without an SSN?
Apply on Form SS-4 by fax or mail. The IRS online application is not available to you: it needs a legal residence, principal place of business or office in the US, and a responsible party with an SSN or ITIN (IRS: Form SS-4 instructions). The IRS charges no fee for an EIN (IRS: get an EIN).
By fax you generally get the EIN within 4 business days; mail takes about 4 weeks. Do not count on the IRS international phone line: the SS-4 instructions offer it to applicants with no US residence, place of business or office, but the IRS staff manual treats an LLC formed in a US state as domestic and tells staff to refer the caller to fax or mail (IRM 21.7.13.3.2.7). The responsible party is the individual who ultimately owns or controls the LLC; if that person has no SSN or ITIN and cannot get one, enter "foreign" or N/A on line 7b. A one-owner LLC owned from abroad checks Other on line 9a and writes "Foreign-owned U.S. disregarded entity-Form 5472".
Use one method only, or the LLC can end up with two EINs, and never type a made-up number into the online application. For the phone and fax numbers, hours and every line, see EIN without an SSN; for whether you also need an ITIN, see ITIN for a foreign owner.
Step 6: how do I open a bank or payment account?
Expect the bank to identify and verify the people who own and control the LLC when the account opens (31 CFR 1010.230); each bank sets its own other requirements. For what to bring and which address to use, see US business address and bank account. Run every LLC payment through that account from day one: it is your record for Form 5472. When the bank, a payment platform or a US customer asks for a tax form, the owner gives Form W-8BEN (W-8BEN-E for a company owner), not Form W-9, even though the LLC has an EIN (Form W-9 instructions).
What does the LLC file in year one, even with no income?
A one-owner LLC owned by a foreign person files Form 5472 attached to a pro forma Form 1120 for any year it has a reportable transaction with you or another related party. Federal rules treat such an LLC as a corporation for Form 5472 purposes (26 CFR 301.7701-2(c)(2)(vi)). Reportable transactions include amounts paid in connection with forming the LLC, money you put in and money you take out (IRS: Form 5472 instructions). So if you paid the state fee or the agent from your own card, the first year has something to report.
| Filing | Who files | When |
|---|---|---|
| Form 5472 with a pro forma Form 1120 | The LLC, for any year with a reportable transaction | 15th day of the fourth month after year-end; for a calendar year, April 15 of the following year. Form 7004 extends it. Fax or mail only, to the special fax number or address in the Form 5472 instructions, not the usual Form 1120 address; it cannot be e-filed |
| State annual report or tax | The LLC | Set by the state; see Step 1 |
| Form 1040-NR, or Form 1120-F if the owner is a foreign company | The owner | If the owner was engaged in a US trade or business during the year, or had US-source income not fully covered by withholding. Form 1040-NR: June 15 for a calendar year (April 15 with US wages subject to withholding). Form 1120-F: the 15th day of the sixth month after year-end (the 15th day of the fourth month after year-end with a US office) |
The LLC uses your US tax year, or the calendar year if you have none (IRS: Form 5472 instructions). The penalty for not filing Form 5472, or for not keeping the records behind it, is $25,000, plus $25,000 for each 30-day period the failure continues more than 90 days after an IRS notice. For each year's details, see what a foreign-owned single-member LLC files; for a short first year, see filing for the year you formed.
Your own Form 1040-NR (Form 1120-F for a foreign company owner) turns on whether you are engaged in a US trade or business. The IRS says performing services in the US, or selling inventory in the US, generally counts, if the activity is "considerable, continuous and regular" (IRS: ECI; Form 1040-NR instructions). Whether US contractors, a US warehouse or US staff tip the LLC over that line depends on the facts; see when foreign owners owe US tax.
What changes with two owners or a corporation?
Two or more owners make the LLC a partnership by default, and an LLC can elect to be taxed as a corporation instead on Form 8832, effective no earlier than 75 days before it is filed (26 CFR 301.7701-3; IRS: LLCs).
| LLC type | Federal treatment | What it files |
|---|---|---|
| One foreign owner (default) | Disregarded, but a corporation for Form 5472 | Form 5472 with a pro forma Form 1120 |
| Two or more owners (default) | Partnership | Form 1065, unless it has no income and no deductible spending (IRS: Form 1065 instructions) |
| Elected corporation (Form 8832) | Corporation | Form 1120; federal tax of 21% on taxable income; Form 5472 for any year with reportable transactions when one foreign person owns at least 25% |
A partnership with foreign owners can also have withholding duties; see LLC owned by two non-residents. For LLC versus corporation tax, see forming and running a company from abroad.
Does a US LLC owned by a non-resident file a BOI report?
No, under FinCEN's current rule. FinCEN says US companies are exempt from beneficial ownership information reporting; only entities formed under a foreign country's law and registered to do business in a US state now report (FinCEN: BOI). A US-formed LLC is outside that group whatever its owner's citizenship. The rule changed recently, and FinCEN warns some older pages on its site are out of date, so check its page before relying on this.
Example
These examples are illustrative; figures are in US dollars.
A founder in Germany forms a Wyoming LLC in March
She pays the $100 state fee and a $150 agent fee from her own card, gets the EIN by fax about a week later, opens a payment account and moves in $5,000. The LLC uses the calendar year. By April 15 of the next year it files Form 5472 with a pro forma Form 1120, listing the $250 she paid for it and the $5,000 she put in. Wyoming's first annual report is due March 1 of the next year.
A founder in Brazil forms a Delaware LLC in November and waits
She pays the $110 state fee and the agent's fee herself, then does nothing until January. The LLC still files Form 5472 for its short first year, because the formation costs she paid are reportable; it is due April 15 of the next year. Delaware's first $400 annual tax covers the formation year, is not prorated, and is due June 1 of the next year.
Two friends in India and the UAE form one LLC
Each owns half. The LLC is a partnership by default, so it files Form 1065 and gives each owner a Schedule K-1 instead of using the Form 5472 route. Whether it must withhold on their shares depends mainly on whether it has US business income, and also on any US-source investment income such as interest or dividends; see LLC owned by two non-residents.
Different for you?
- Your first Form 5472 is coming due, or you are not sure which payments go on it: see filing for the year you formed and get business tax return help.
- A Form 5472 was already missed: see missed foreign-owner filings and penalties and get business tax return help.
- You want the state filing, agent and operating agreement handled for you: get business formation help.
- An online service formed the LLC for you: see taxes after an online formation service.
- Your home country also taxes the LLC's profit: get cross-border tax help.
- You have not picked a state: see best state for a non-resident LLC.
- You have a co-owner abroad: see LLC owned by two non-residents.
- You want the LLC taxed as a corporation: see foreign-owned LLC taxed as a corporation.
- Work, staff or inventory will be in the US: see when foreign owners owe US tax.
- You live in mainland China: see US company for a China-resident founder.
- You live in Canada: see US business for a Canadian resident.
Figures on this page
| Figure | Value | Source |
|---|---|---|
| Regular Form 1120 filing deadline For C corporation tax years beginning in 2026 | 15th day of the fourth month after year-end Tax year 2026 | US Code: Section 6072(a) Checked |
| Form 5472 penalty for failure to file or keep records For tax years beginning after December 31, 2017. Per reporting corporation, per tax year. A substantially incomplete Form 5472 counts as a failure to file. IRC 6038A(d)(1); Treas. Reg. 1.6038A-4(a). | $25,000 | IRS: Instructions for Form 5472 Checked |
| Wyoming LLC articles of organization filing fee Filing fee for articles of organization; the filing instructions state the same fee; an online convenience fee may be added | $100 | Wyoming Secretary of State: Business Division filing fee schedule effective July 1, 2026 Checked |
| Wyoming annual report minimum license tax for profit entities Minimum for domestic and foreign profit corporations, LLCs, limited partnerships, and registered limited liability partnerships; the tax can be higher based on assets located and employed in Wyoming | $60 | Wyoming Secretary of State: Business FAQs Checked |
| Delaware state filing fee for a domestic LLC certificate of formation What Delaware charges to file the certificate. The Division fee schedule's column one for a domestic LLC equals the statutory filing fee in 6 Del. C. 18-1105(a)(3) plus the municipality fee. Same-day and 24-hour handling and certified copies cost extra | $110 | Delaware Division of Corporations: Fee schedule, revised August 1, 2026 Checked |
| Delaware annual tax for an LLC formed in Delaware Annual tax for an LLC formed in Delaware; not a tax on its income | $400 Tax year 2026 | Delaware Division of Corporations: Annual report and tax information Checked |
| New Mexico domestic LLC articles of organization filing fee Non-refundable application fee shown on the Secretary of State portal form; card payments add a convenience fee | $50 | New Mexico Business Portal: Forms, Domestic LLC Articles of Organization Checked |
| Calendar-year C corporation Form 1120 due date Generally the 15th day of the fourth month after the tax year; weekends, holidays, and extensions can shift the filing date | April 15 of the following year | IRS: Instructions for Form 1120 Checked |
| Calendar-year Form 1040-NR deadline without wages subject to withholding Following the tax year, before applicable extensions or weekend and holiday adjustments | June 15 | IRS: Publication 519, When and Where To File Checked |
| Calendar-year Form 1040-NR deadline with wages subject to withholding Following the tax year, before applicable extensions or weekend and holiday adjustments | April 15 | IRS: Publication 519, When and Where To File Checked |
| Form 1120-F filing date without a US office General filing date for a foreign corporation without a US office or place of business | The 15th day of the sixth month after year-end | IRS: Instructions for Form 1120-F Checked |
| Form 1120-F filing date with a US office General filing date; special rule for a June 30 fiscal year-end | The 15th day of the fourth month after year-end | IRS: Instructions for Form 1120-F Checked |
| Form 5472 added penalty when a failure continues after IRS notice For tax years beginning after December 31, 2017. For each 30-day period (or part) the failure continues after 90 days from the IRS notice, per related party. No statutory cap. IRC 6038A(d)(2); Treas. Reg. 1.6038A-4(d). | $25,000 | US Code: 26 USC 6038A Checked |
| Form 5472 repeated continuation penalty period Each period or part of a period after the notice wait | 30-day period | IRS: Instructions for Form 5472 Checked |
| Form 5472 continuation penalty wait after IRS notice Additional penalty starts when failure continues beyond this period after IRS notice | 90 days | IRS: Instructions for Form 5472 Checked |
| Form 8832 retroactive effective-date limit An entity classification election generally cannot take effect earlier than this before filing | 75 days | IRS: Form 8832 and instructions Checked |
| US federal corporate income tax rate Flat rate on taxable income of domestic corporations; foreign corporations pay the same rate on effectively connected income (Instructions for Form 1120-F, Section II). | 21% | IRS: Instructions for Form 1120 Checked |
| Foreign ownership that makes a US corporation a Form 5472 reporting corporation At least this share of vote or value held by one foreign person, directly or indirectly, at any time in the tax year. A single-member LLC wholly owned by one foreign person is treated as such a corporation. | 25% | IRS: Instructions for Form 5472 Checked |
Primary sources
- IRS: Limited liability company (LLC)
- IRS: Instructions for Form SS-4
- IRS: Get an employer identification number
- IRS: IRM 21.7.13, Assigning employer identification numbers
- IRS: Form W-9 and instructions
- IRS: Determining an individual's tax residency status
- IRS: Instructions for Form 5472
- 26 CFR 301.7701-2, business entities (govinfo)
- 26 CFR 301.7701-3, default classification (govinfo)
- IRS: Effectively connected income (ECI)
- IRS: Instructions for Form 1040-NR
- IRS: Instructions for Form 1120-F
- IRS: Instructions for Form 1065
- IRS: Partnership withholding
- 31 CFR 1010.230, beneficial owners of legal entity customers (govinfo)
- FinCEN: Beneficial ownership information reporting
- Wyoming Secretary of State: Business Division fee schedule
- Wyoming Secretary of State: How to create a Wyoming company
- Wyoming Secretary of State: How to find (or become) a registered agent
- Wyoming Secretary of State: Business FAQs
- Delaware Division of Corporations: How to form a new business entity
- Delaware Division of Corporations: Fee schedule, revised August 1, 2026
- Delaware Division of Corporations: LLC, LP and GP tax instructions
- Delaware Code Title 6, Chapter 18, Subchapter I: General provisions
- Delaware Code Title 6, Chapter 18, Subchapter II: Formation
- Delaware Code Title 6, Chapter 18, Subchapter XI: Miscellaneous
- New Mexico Business Portal: Forms
About this guide
Published by Cloud Accounting under standing professional approval. This version has no separately recorded personal review. It explains general rules for the tax year shown. It is not advice for your situation.
Changes
- : First published.