This page explains everything you need about forming a US company as a non-citizen, foreigner or citizen who lives in the USA. The United States is the largest source of investors and can help increase your company’s reputation. To assist you in this process, we offer a separate article Selling on Amazon as an American Citizen.
We have created this step-by–step guide for those who are not in the United States but wish to establish a company there. This could be to open a bank account or merchant account in the USA, open a physical branch, or any other purpose. You will be able to see further explanations below.
We will need to file documents known as “Articles of Incorporation” and “Certificate of Incorporation” in order to create a Corporation within the United States. These documents will be called the LLC version of “Articles of Organization” and “Certificate of Organization”. (These documents can have different names depending upon which state they are filed in). The term “entity” can also be used to refer to a business that isn’t an individual. It can either apply to an LLC or a Corporation.
International Company Start-up Checklist
- Select the Type of Business Entity You Want to Form: Corporation, LLC or Other
If the shareholders of the company, also known as “Shareholders” in Corporations or “Members for LLCs), are not US Citizens, you can choose to form a Corporation (also known as a “C-Corporation”, “Regular Corporation” or an LLC. An “S-Corporation” entity is another option, but all shareholders must be US Citizens.
The number of owners of a US Corporation (or LLC) is not restricted. It doesn’t matter where they are from, or if they are individuals or companies (foreign, domestic corporations, LLC’s etc.). Your home country might have restrictions about which type of Register a company in the US. If you’re unsure, consult local laws.
You can find more information about a Corporation and an LLC at ” Which type of business entity to choose”. This article provides detailed information on each type, as well as the benefits of each.
- Select the State in which you want to form your LLC or corporation
You can create a Corporation in the United States. The reason you want to form the company will determine which state you choose. Some US states are more “business-friendly” or “international-friendly” than others, especially Delaware, Nevada and Wyoming. You can find more information about these states, as well as how to choose a state, at ” Which State To Incorporate? or Form an LLC”. In all 50 States and DC, we form LLCs and Corporations.
Take, for example:
- If you are looking to create a US-based company for the purpose of opening a bank account or merchant account (to take credit cards), but you do not intend to have a physical presence or open branches, Wyoming might be a better choice than Delaware or Nevada.
- If you plan to open a US branch, or home-based employee, you might want to choose the state in which you will be opening it. You can still form a company in Delaware if you have an office in Florida. However, you will need to “re-register” the Delaware company in Florida if you open the office in Florida. This is known as “foreign qualifying”, which means that you are qualifying the Delaware entity for opening a physical business here. If necessary, we can also assist with foreign qualifications.
- You may want to create a Delaware Corporation if you are looking for venture capital or investment from the US. This is the entity required by most US investors.
- What are the requirements to form a corporation or LLC in the USA?
After you have decided on the type of company that you want to form and in which state, we will need to create your company.
- Select a company name
We will check to make sure that the name you are looking for is in fact available in your state. We will search for it until we find it.
- A registered agent can be hired
A Registered Agent is an individual or company who must have a physical address within the state of formation. They also need to be available during business hours and can accept and sign official state and legal documents on behalf of the company. The cost of a Registered Agent can be provided in any state at $99 per year (guaranteed not to increase). These documents will be accepted, scanned and sent to you via email. If necessary, documents can also be forward via International Mail with tracking numbers for documents that are not scanned or need a physical signature.
NOTE: A Registered agent is not a mail forwarding service. However, the Registered Agent has a legal responsibility to accept official documents from the state and legal documents in case your company is sued and to forward them to you. For information about setting up mail forwarding or virtual office services to send regular business mail and correspondence, please see the following.
- Please provide the names and addresses of all people/companies involved (Officers, Directors or Members). ).
- Federal Employer Identification Number (Optional)
Federal Employer Identification Number (FEIN), also known as an EIN or Tax ID Number, is an American Internal Revenue Service (IRS), issued number that acts somewhat like an identification number for businesses. We assist you in getting this number from IRS once your company has been filed with the state. For example, the FEIN is required to open a bank account in the USA.
NOTE: If you, or another owner of your business, do not have a Social Security Number or Individual Taxpayer ID Number (ITIN), we will fill out the FEIN Application for you and get the company’s FEIN from the IRS via FAX or . This process can take longer. Contact us for the most recent turnaround times. You will need to obtain an ITIN by April 15th the year following your company’s formation. More information on how to obtain an ITIN can be found here. Although we cannot help you obtain an ITIN, a list of Acceptance Agents that can help is available on this IRS page.
- Optional Apostille/Certificate of Authentication
You may need to get the documents certifying the company’s formation certified with an “Apostille” (or Certificate of Authentication) if you plan to open a bank in your country. An Apostille (which is an agreement between countries to receive each other’s documents) can only be obtained if your country is a signatory of the Hague Convention. Your home country might require a Certificate of Authentication from the US State Department or the state where your company was formed. You can request an apostille separately after your company has been formed.
NOTE: Apostille/Certificate of Authentication is not required if you’re opening a bank/merchant or physical account in the US. The banks and companies that you’ll be dealing with already have US bases and don’t require any proof beyond your formation documents and FEIN.
After forming a US Corporation/US LLC
Depending on the purpose of your US corporation, you might need to complete additional tasks after your LLC or Corporation has been filed.
Arrange a US Physical Business Address (or Virtual Office)
You can receive client mail and business mail if you have a US address. If you live at a US postal address, or every bank you contact requires that you have a separate US address (that is different from your Registered Agent), you will need to set up a “mail forwarding” or “virtual office” service. Many of these services are available in the US and many are located in the states of Delaware Nevada, Wyoming, and Nevada. Many of these services offer options such as online tracking and document forwarding, weekly or monthly delivery, and even a US telephone number.
To accept US payments, you will need to open an American merchant account or a physical branch office. This has been made more difficult by the US anti-terrorism laws. However, there are still options depending on where you live that might make it easier. It is important to remember that this will require some research and may depend on variables that are beyond our (or your) control. For most international customers,
Tip #1 – ALWAYS CALL THE BRANK FIRST. Do not assume that you know everything required to open a bank account at a particular bank. There are many requirements that banks have in order to open an account. Some banks may require a certified copy of your documents (e.g., bank resolutions), or other documents. Before you make a visit to their offices, it’s a good idea to do some research and call several banks to get the details. Ask the bank if they require a US physical address. This is important information if you want to arrange for a physical or virtual address in the USA.
Tip #2 – Form your company in Delaware, Nevada, or Wyoming. These states have a high volume of international clients. This is particularly true if your company does not have a physical address in the US or has a representative who can physically visit a branch. Most banks require that you have a physical address in the United States. This address is not your Registered Agent address. For opening a bank account, some banks will accept your Registered Agent address.
Tip 3: Choose a bank with a branch in the country you live in. You can often walk to the branch and open a bank account in the country you reside in.