Last reviewed October 7, 2026 · By the NYBACS advisory team
Short answer
Yes — a foreign individual or company can own 100% of a US LLC or C-Corp, and no US citizen, resident director or visit is required. Companies are formed at state level: you file Articles of Organization or a Certificate of Incorporation with a Secretary of State, appoint a registered agent in that state, then obtain an EIN from the IRS. Tax registrations, bank onboarding and annual filings are separate steps that follow.
Key takeaways
- There is no federal company registry: LLCs and corporations are created under state law, most often in Delaware, Wyoming or the state where the business will actually operate.
- Every US entity needs a registered agent with a street address in its state of formation; there is no minimum capital and no US-resident director, officer or member requirement.
- A foreign owner without an SSN or ITIN can still obtain an EIN, but applies with Form SS-4 by fax, mail or the IRS international phone line rather than online.
- A foreign-owned single-member LLC files a pro forma Form 1120 with Form 5472 for every year it has reportable transactions with its owner, even with no US income.
- Opening a US business bank account is a separate approval process; banks typically want the EIN letter, formation documents, owner ID and evidence of real business activity.
United States at a glance
| Common entity for foreign owners | LLC (single- or multi-member) or C-Corp; S-Corp status is not available to non-resident alien shareholders |
|---|---|
| Company registry | State level — each state's Secretary of State or Division of Corporations; there is no federal company registry |
| Foreign ownership | Generally 100% permitted; some regulated sectors and acquisitions involve licensing or national-security review |
| Local director / resident requirement | None for directors, officers, managers or members |
| Registered office | Registered agent with a street address in the state of formation; banks usually also want a separate business address |
| Key tax registrations | EIN from the IRS; state tax, sales tax and payroll accounts depending on activity and nexus; no federal VAT |
| Recurring compliance | Federal return (Form 1120, Form 1065, or pro forma 1120 + Form 5472), state annual report or franchise tax, registered agent renewal |
| Typical setup timeline (indicative) | State filing often within days; EIN for non-SSN applicants from days to several weeks; banking varies by provider |
Indicative only. Rules, filings, fees, ownership restrictions and timelines vary and change — confirm the current position before acting.
LLC or C-Corp: which US entity fits a foreign owner?
Most foreign founders choose between two entities. Both offer limited liability and both can be 100% foreign-owned; the difference is mainly tax treatment and investor expectations.
| LLC | C-Corp | |
|---|---|---|
| Formation document | Articles (or Certificate) of Organization | Articles (or Certificate) of Incorporation |
| Default federal tax | Single-member: disregarded; multi-member: partnership | Taxed at entity level at the 21% federal rate |
| Typical fit | Service businesses, ecommerce, holding a US contract or asset | Venture-backed startups, subsidiaries of overseas groups, stock option plans |
| Foreign-owner filing | Pro forma Form 1120 + Form 5472 (single-member) or Form 1065 | Form 1120, plus Form 5472 if 25%+ foreign-owned |
S-Corp status is not available, because non-resident aliens cannot be S-Corp shareholders. An overseas company can also register a branch by qualifying itself as a foreign entity in a state, but most groups prefer a separate US subsidiary to ring-fence liability and simplify US tax reporting.
Step-by-step: forming a US company from abroad
- Pick the state. Delaware is the default for companies expecting US venture investment; other states can be simpler and cheaper for small operating businesses. If you will have staff, an office or inventory in a particular state, you will likely need to register there anyway.
- Check the name against the state's records and any naming rules (an LLC must carry "LLC" or similar; a corporation "Inc.", "Corp." or similar).
- Appoint a registered agent with a physical address in the state to receive legal and state correspondence.
- File the formation document with the Secretary of State or Division of Corporations. Filings are online in most states and often complete within days, with paid expedite options.
- Adopt the internal documents — an operating agreement for an LLC, or bylaws, board consents and share issuance for a corporation.
- Obtain an EIN by filing Form SS-4. Founders without an SSN or ITIN cannot use the IRS online application and apply by fax, mail or the international applicant phone line.
- Register for state taxes and permits where your activity requires them, and foreign-qualify in any other state where you are doing business.
- Open banking and payment accounts once the EIN and formation documents are in hand.
Documents needed from individual and corporate owners
State formation filings themselves ask for little: the company name, registered agent, and sometimes an organizer or incorporator. The heavier document requirements come from the IRS, banks and payment processors.
- Individual owners and officers usually provide a passport, proof of residential address, and contact details. The EIN application names a "responsible party", normally the principal owner or officer.
- Corporate owners (an overseas parent) should prepare a certificate of incorporation, a current register of directors and shareholders, a board resolution approving the US subsidiary and naming its officers, and an ownership chart down to the individuals who ultimately own or control the group.
US states rarely require apostilled documents for formation, but US banks and counterparties may ask for certified or apostilled parent-company documents and English translations. Preparing that pack early avoids weeks of back-and-forth during bank onboarding.
Tax registrations and annual compliance after formation
The US has no national VAT, but tax obligations sit at three levels:
- Federal: the EIN, then annual returns — Form 1120 for a C-Corp, Form 1065 for a multi-member LLC, or a pro forma Form 1120 with Form 5472 for a foreign-owned single-member LLC.
- State: many states impose income, franchise or gross-receipts taxes, and most require an annual report to keep the entity in good standing. Delaware corporations, for example, file an annual franchise tax report.
- Sales tax and payroll: sales tax is state-administered and can be triggered by sales volume into a state (economic nexus), not just physical presence. Hiring US employees requires federal and state employer registrations before the first payroll.
On beneficial ownership, FinCEN's final rule effective August 14, 2026 removed BOI reporting for companies created in the US; foreign entities registered to do business in a US state remain in scope. The rule may change again, so this should be checked at formation and monitored.
Banking and KYC for a foreign-owned US company
Forming the company does not open a bank account. US banks and fintechs apply their own know-your-customer reviews, and outcomes vary by owner nationality, business model and documentation. Expect to provide:
- Formation documents, the EIN confirmation letter (CP 575 or 147C) and the operating agreement or bylaws
- Passport and address proof for owners with significant ownership and for signers
- A US business address (a registered agent address alone is often not accepted)
- A clear description of the business, websites, contracts or invoices showing real activity, and the expected source and flow of funds
Some traditional banks require an in-person visit; many digital banks onboard remotely but may decline certain countries or industries. A clean, consistent document pack improves the odds, but approval always remains the bank's decision.
Is the US the right incorporation destination for you?
The US makes sense when your customers, investors, payment platforms or marketplace accounts are American — a US entity often unlocks contracts and platforms that a foreign company cannot easily access. The trade-off is a multi-layer filing calendar (federal, state and sometimes local) and strict information-return penalties for foreign-owned companies.
Compared with a UK Ltd, a US company has more filings and more variation by state, but stronger access to US capital and payment rails. Compared with a Singapore Pte Ltd, the US does not require a local resident director, but Singapore offers a single national registry and a simpler regional base for Asia. Many groups end up with both: a home or regional entity and a US subsidiary for American revenue.
Common mistakes to avoid
- Forming in Delaware by default when the business will only operate in one other state, then paying for two states' filings after foreign qualification.
- Using the registered agent's address as the business address for banks and payment processors, which many reject.
- Assuming a foreign-owned single-member LLC has no IRS filing because it is disregarded or had no revenue.
- Applying for an EIN through the online system with an invalid identifier instead of filing Form SS-4 as a foreign responsible party.
- Skipping the operating agreement or bylaws and share issuance, leaving no clear proof of ownership for banks and investors.
- Ignoring state sales tax and payroll registrations once sales or hires reach a particular state.
Documents and records to prepare
- Passport and residential address proof for each owner, officer and bank signer
- Proposed company name, state of formation and a short description of the business
- Ownership percentages and, for a corporation, the planned authorized and issued shares
- For a corporate owner: certificate of incorporation, register of directors and shareholders, and a board resolution approving the US entity
- Group ownership chart showing the individuals who ultimately own or control the company
- US business or mailing address details for IRS, bank and state correspondence
NYBACS 360° support
How NYBACS helps
- Compares LLC versus C-Corp and the state of formation against your investors, tax position and where you will actually operate.
- Coordinates the state filing, registered agent, operating agreement or bylaws and initial share issuance.
- Prepares and files Form SS-4 for founders without an SSN or ITIN and tracks the EIN through to the confirmation letter.
- Assembles a bank and payment-processor KYC pack and connects formation to bookkeeping, Form 5472 or Form 1120 filings and state annual reports.
Frequently Asked Questions
Do I need to travel to the US to incorporate?
No. State filings, the EIN application and the company's internal documents can all be completed remotely. Travel may become relevant later if a particular bank requires an in-person meeting.
Can every director and shareholder live outside the US?
Yes. US states do not require a resident director, officer or member. The only local requirement is a registered agent with a street address in the state of formation.
Do I need an ITIN before forming the company?
No. An EIN can be issued to a company whose responsible party has no SSN or ITIN. An ITIN may become necessary later if you personally need to file a US tax return or claim treaty benefits.
Does owning a US company give me the right to work in the US?
No. Company ownership does not confer immigration status. Visa routes such as the L-1 for transferring executives have their own eligibility rules and are handled with licensed immigration counsel.
What happens if I sell to customers in several states?
You may need sales tax registrations in states where your sales exceed economic nexus thresholds, and foreign qualification where you have employees, offices or inventory. These are assessed state by state.
