LLC for Non-Residents
When it comes to forming a Limited Liability Company (LLC) in the United States, it doesn't matter if you are a citizen or resident of the country, or if you are even physically located in the country. There are, however, some special considerations and issues that you should be aware of when forming any business in the U.S. as non-resident, most notably:
Applying for an EIN
Applying for an EIN or Federal Employer Identification Number in the U.S. can be more challenging if you are not a citizen or resident of the U.S.. This is because you probably won't have an ITIN (Individual Taxpayer Identification Number) or SSN (Social Security Number) to give to the IRS when you apply for an EIN. Nevertheless, the process for obtaining an EIN from outside of the country is pretty simple once your business is registered and you follow the appropriate steps.
Opening a U.S. Bank Account
Opening a U.S. bank account when you are not physically located in the county may be the most difficult aspect of starting a business in the U.S. as a non-resident. It will be very difficult to find a bank in the U.S. that will allow you to open an account without being physically present in one of its branches and/or without a social security number.
So, while you may not need a social security number to get an EIN, you may still need one to open a U.S. bank account. That being said, you may be able to find a bank in the country where you live that has a branch in the U.S., or a U.S. bank that has a branch in the county where you live. Otherwise, you may have to come to the U.S. to open a bank account, or send someone else who is authorized to open a bank account in the U.S. on your behalf.
Why Form an LLC in Wyoming?
Wyoming, the least populated state in the county, has in recent years become one of the most popular states to form an LLC. But why do so many businesses choose to incorporate in Wyoming?
One of the principal reasons businesses choose to incorporate in Wyoming is simplicity. Both during the incorporation process and after you have formed your LLC, Wyoming requires you to fill out and file only a minimum amount of documents.
Fewer documents to file also means lower fees. The cost of filing the Articles of Organization to form an LLC in Wyoming, along with the Annual Report Fee, is only $150. Compare this to the $390 for the same in Delaware and $775 in Nevada.
When it comes to taxes, Wyoming has no corporate or personal income tax. This means that you can keep more of your profits, which is a tremendous advantage over forming in other states.
Better Asset Protection
A Wyoming LLC provides a great deal of asset protection. Even if yours is a single-member LLC, you don't have to worry about creditors and would-be litigants piercing your corporation veil, which is the case in some states.
How to Form an LLC in Wyoming as a Non-Resident
There are two ways to form an LLC in Wyoming:
- Form one yourself; or
- Hire an attorney to form the LLC for you
Either way, you will need to be take and complete each of the following steps properly:
Step 1: Choose a Name for Your Wyoming LLC
Wyoming requires that an LLC use a name that is distinct from other business names in the state, and one that does not cause confusion. Wyoming law also states that an LLC's name must contain one of the following words: Limited Liability Company, Limited Company, Liability Company, or the abbreviations Ltd. Liability Co., Ltd. Limited Liability Co., LLC, L.L.C., LC, or L.C.
The names of Low-profit limited Liability Companies in Wyoming must contain one of the following words: Low Profit Ltd., Liability Company, Low Profit Ltd., Liability Co., Low Profit Limited Liability Co., or the abbreviations L3C or l3c. Furthermore, the name of your Wyoming LLC must not contain any words, like IRS, FBI, Treasury, or State Department that might suggest that it is affiliated with the government.
You can start by doing a name search on the Wyoming Secretary of State's website to make sure that the name isn't already taken.
Step 2: Hire a Registered Agent in Wyoming
Every business entity filed in Wyoming must have a registered agent i.e. an individual or a professional service registered to do business in Wyoming and who will accept correspondences on your LLC’s behalf. Your registered agent must have a physical street address in the state and must be available personally during normal business hours.
Step 3: Obtain Wyoming Business Permits
Depending on the industry your business is in, you might need special permits from one or more Wyoming regulatory agencies. Also, any business in Wyoming that sells tangible goods and certain types of services must apply for a Sales and Use Tax License from the Wyoming Department of Revenue.
Step 4: File Articles of Organizations
The Articles of Organization for an LLC is the document that officially forms the LLC as a legally recognized entity in Wyoming. This document needs to be filed with the Wyoming Secretary of State, which can be done online or by mail.
When completing the Article of Organization for your Wyoming LLC, you will need to state whether your LLC will be member-managed or manager-managed. Member-managed means that all members of the LLC will be eligible to manage the company. This is good for smaller businesses where everyone will be involved in its day-to-day operations.
The other option is manager-managed, where certain individuals will be appointed to manage the LLC. This is more appropriate for larger businesses, where not everyone will be involved in the day-to-day affairs of the business.
Step 5: Obtain an EIN from the IRS
An EIN, also known as a Federal Employer Identification Number, is important for taxes and banking and can be obtained online or through the mail.
Step 6: Draft an Operating Agreement For Your Wyoming LLC
An operating agreement is an internal document that does not need to be filed with the state of Wyoming. It establishes ownership terms and membership rules for the LLC.
Wyoming does not require an LLC to have an operating agreement, but you should create one anyway. Having an operating agreement in place helps to preserve limited personal liability for the LLC's members by further establishing your LLC as a separate legal entity from its owners.
If you are thinking of forming a Wyoming LLC as a non-resident and want to avoid the hassle of completing all the necessary steps on your own, you can hire an experienced attorney to do all the work for you. For more information, call us today or visit our contact page to schedule a free consultation.