U.S. company formation

Your U.S. company, set up in the right order.

Entity, EIN, ITIN where needed, bank account and annual compliance. We walk you through the decisions before you make them, and we quote your specific case.

Quote my company Compare states

First decision

LLC or Corporation.

Most small and mid-sized businesses go with an LLC. A Corporation makes sense when you are going to raise investment or issue shares.

LLC — the usual choice

In favor: few formalities, no board and no mandatory minutes
In favor: income passes through to the owners; no double taxation
In favor: flexible in how ownership and profits are split
Against: institutional investors usually prefer a C-Corp
Against: as a foreign owner you have your own reporting obligations even with no activity

Corporation — built to scale

In favor: issues shares, which is what an investor expects
In favor: a clear structure for owners coming in and going out
In favor: can retain earnings inside the company
Against: the company is taxed, then the shareholder again on dividends
Against: more formalities: board, minutes, corporate records

An S-Corp is generally not available if any owner is a non-resident foreign national. If you have been offered one, it is worth a second look.

Second decision

Which state to form it in.

Before you compare: if you are going to operate physically in a state, you will normally have to register there anyway, even if you incorporate somewhere else. Picking the «cheapest» state and ending up registered in two costs more, not less. This choice only really matters when you operate online or from outside the U.S.

Florida

In favor

A good option if you genuinely operate or have a presence in Florida
Fast filing and widely recognized by banks
No state personal income tax

Against

Members or managers appear on the public record
A mandatory annual report every year, with a penalty if the date passes

Delaware

In favor

The standard if you plan to raise investment or issue shares
LLC members do not appear in the certificate of formation
A specialized business court and a deep body of case law

Against

A flat annual tax for LLCs, even with no activity
Usually more expensive than the alternatives for a small business

Wyoming

In favor

Among the lowest annual costs
Good privacy: members are not published
No state income tax

Against

Less familiar to some banks and investors
An annual report with a minimum fee every year

New Mexico

In favor

The strongest privacy of the group: members are not published
No annual report required for LLCs
Minimal annual upkeep

Against

Little known, and some banks look at it more closely
A poor fit if you are seeking institutional investment

Texas

In favor

A good option if you operate physically in Texas
No state personal income tax
A large market and accessible banks

Against

Franchise tax with an annual report, though there is a no-tax-due threshold
Entity information is public

Nevada

In favor

No state income tax, personal or corporate
A long-standing reputation for protecting owners from liability
Well known to banks and payment processors

Against

Two separate filings every year: the annual list and a state business licence
The annual list names the managers or managing members, and it is public — so the privacy Nevada is famous for does not apply to an LLC
Among the most expensive states to keep alive year after year

Ohio

In favor

No annual report for LLCs: you file once and the entity stays on the register
The lightest ongoing paperwork of any state on this list
One less deadline to miss, which is where most penalties come from

Against

A statutory agent must be kept current, and losing one cancels the company
Unusual for a non-resident, so some banks ask more questions
Commercial activity tax applies once you sell into Ohio above a threshold

Colorado

In favor

One of the cheapest states to register and to keep registered
The annual periodic report only updates the address and the agent, not the owners
Everything is filed online, which is quick from abroad

Against

A report every year all the same, with the entity suspended if it is missed
Less of a recognised name than Delaware or Florida when you open an account
State income tax applies if the income turns out to be Colorado income

If you operate from outside the U.S.

Then the state is a cost decision, not a tax one.

This is the case the comparison above is really for, and it is worth saying plainly: if you have no office, no staff and no inventory in the United States, no state has income to tax you on. The «no state income tax» line that sells Wyoming and Nevada is describing a tax you were not going to pay anyway. What is left is three things that do differ.

What it costs to keep aliveEvery year, forever, whether or not the company invoiced anything. This is the number that actually separates the states.

Whether your name is publishedSome states put the members on a public register and some do not. Decide before you file: it cannot be undone afterwards.

Whether a bank recognises itOpening the account from abroad is the hard part of the whole process, and an unfamiliar state makes it harder.

Where that usually lands: Wyoming or New Mexico if the priority is the lowest possible upkeep and keeping the owners off the public record. Florida or Delaware if the account and the recognition matter more than the annual fee — Delaware specifically if you expect to take on investors. Ohio if you would rather have no annual deadline at all. Nevada is the one we rarely recommend for this case: you pay the most and, because the annual list is public, you do not even get the privacy.

And the part that does not change with the state: a U.S. LLC with a single foreign owner has to file Form 5472 with a pro-forma Form 1120 every year, including years with no activity, and the penalty for skipping it is the same in all fifty. Choosing a cheaper state does not buy you out of that.

Annual fees and reporting requirements are set by each state and change from year to year, which is why we do not print figures here: you get the current ones in your quote. What does not change is the logic above.

Third decision

The bank account.

This is where most projects stall. What you can open depends above all on whether any of the owners can travel to the United States.

Without travelling

Digital banking platforms

There are platforms that open accounts for U.S. companies with foreign owners entirely remotely. They ask for the EIN, the formation documents, the operating agreement and the owner’s passport.

Important: each platform sets its own policy, changes it often, and some exclude certain countries of residence. We confirm which options are open at the time of your filing.

Travelling

Traditional in-person banking

If one of the owners can travel, traditional banking opens up. It is done at a branch, by appointment, and usually in a single trip if you bring the complete file.

Who can sign: whoever travels has to appear in the company documents as a member or an authorized signer. If they are not named there, the bank will not open the account no matter how real their stake is.

What they almost always ask forFormation documents, the EIN assignment letter, the operating agreement and the signer’s passport.

What they sometimes ask forA U.S. address, a description of the activity, the source of funds and your expected clients.

The most common mistakeTravelling before you have the EIN. Without it there is no account, and the trip is wasted.

Quote

Tell us your case and we will quote it.

Six questions. That is enough for us to know which structure fits you, which filings are needed and which documents we will ask you for.

The questionnaire needs JavaScript. If you cannot enable it, write to us and we will go through it with you directly.

The full process

From the idea to a company that operates.

Structure

We settle the entity type, the state and the split between owners based on how you are actually going to operate.

Formation

Entity registration, registered agent and operating agreement.

EIN

The company’s tax ID, obtainable even without an SSN or ITIN for the owners.

ITIN, where it applies

As an IRS Certifying Acceptance Agent, without you mailing your passport.

Bank

We prepare the file and tell you which route is open in your case.

Compliance

Bookkeeping, annual reports and tax returns, so the entity stays in good standing.

Does your case not fit any box?

Structures with owners in several countries, existing companies that need tidying up, or projects where you are not sure an entity is needed at all. All of that is better handled on a call.

Talk to a specialist +1 (469) 673-8045