Open a US LLC Anywhere in the World
Mark Pierce, Esq.
When it comes to forming a Limited Liability Company (LLC) in the United States, you don't need to be a citizen or resident of the country, or even be physically located in the country.
We are happy to form an LLC or Corporation for non-residents, and can obtain an EIN, open your bank account and assist with tax filings. Wyoming and Delaware companies are most popular, but we can start a company in any state.
There are, however, some special considerations and issues that you should be aware of when forming a business in the U.S. as a 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.
This means the Employer ID (EIN) must be faxed in as an SS4. You cannot apply online, so the process takes longer. Generally the EIN returns within 1-2 weeks, but can take a month around popular times, e.g. popular holidays and tax season.Nevertheless, the process for obtaining an EIN from outside the country is pretty simple once your business is registered and as we help you follow the appropriate steps.
Opening a U.S. Bank Account
We have partnered with several banks that specialize in non-resident accounts. You do not have to travel to the USA or have a SSN. With other formation services this is often the most difficult aspect of starting a business in the U.S. as a non-resident, but we make it easy.
If you do not want to use our banking partners, 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. If you have friends, family or business partners in the US, then they can visit a US bank branch as well if you prefer.
Wyoming vs. Delaware Companies
Delaware Corporations are popular for those who are raising capital from VC or PE investors, and looking to eventually go pubic. Wyoming is preferred for smaller companies who are more cost conscious
For reference, Wyoming's annual report fee is $60 for LLCs and Corporations, but Delaware charges $300 for an LLC and a minimum of $450 for a Corporation. For that reason we recommend only those who need to be in DE open a company there, otherwise WY is less expensive.
We have more detailed guides here:
Wyoming vs. Delaware Corporations
Wyoming vs. Delaware LLCs
Wyoming vs. Delaware, New Mexico and Nevada Companies
How to Get an EIN
How to Open a Business Bank Account
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.
Why Form a Delaware Corporation?
Delaware is the world's leader in Corporations given the number of Fortune 500 and public companies there. Why do so many businesses incorporate in Delaware?
Access to Funding
Most Venture Capital, Private Equity and other investors will insist on a Delaware Corporation given their familiarity with the law and the substantial precedence for resolving business disputes. This makes fundraising in DE easiest.
Court of Chancery
Business disputes are heard by judges well-versed in the matter, rather than having judges who may not be familiar with corporate case law.
Companies not operating in Delaware generally do not pay
How to Form an LLC in as a Non-Resident
There are two ways to form an LLC in Wyoming and Delaware:
- 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 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 same rules apply for Delaware.
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 or Delaware's Division of Corporations to make sure that the name isn't already taken. We provide a free name check as part of our service.
Step 2: Hire a Registered Agent
Every business entity filed must have a registered agent i.e. an individual or a professional service registered to do business 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 Business Permits
Most industries are exempt, but if you are starting a bank or insurance company, for example, then additional licensing will be needed.
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. View our guide on how to get an EIN.
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.
Frequently Asked Questions
You can form a Wyoming LLC even if you don't live in Wyoming. Residency in the state, or the USA, is not required to form a company. A majority of LLCs are formed by non-residents.
Forming an LLC in Wyoming as a non-resident is the same process as for a resident. Filing Articles, appointing an agent and paying the online fee. The largest difference is obtaining the EIN which cannot be done online with the IRS.
Wyoming requires a principal place of business and mailing address, these do not need to be physical addresses, but the registered agent does need one. This is a service we provide.
A non-resident can own an LLC. There are no residency requirements for owning a Wyoming LLC, this makes limited liability companies popular vehicles for international investors.