LLC Formation
A Limited Liability Company (LLC) is a US business entity that combines the simplicity of a sole proprietorship with the legal protection of a corporation. Key features:
- → Limited Liability: Your personal assets are protected from business debts.
- → Pass-through taxation: The LLC itself doesn't pay federal income tax.
- → Flexible management: No board meetings or complex governance required.
- → Global access: Non-US residents can form a US LLC — no citizenship required.
For most non-US solo founders, a Single-Member LLC (SMLLC) is the right choice:
- ✓ One owner — you have 100% control
- ✓ Simpler IRS tax treatment (disregarded entity)
- ✓ Just file Form 1120 + 5472 annually
- ✓ No partnership agreement needed
A Multi-Member LLC requires Form 1065 (partnership return), an operating agreement, and more complex accounting. Only needed if you have co-founders.
After successful payment, LLC formation is typically completed within 4-7 business days. After the EIN application is submitted, EIN issuance usually takes 7-15 business days. The CP575 confirmation letter is typically available within 10 business days after the EIN is assigned.
We'll email you and let you pick an alternative at no extra cost. State name databases are checked during filing.
For Foreign Founders
Forming a US LLC as a non-US resident is simpler than most people expect. Here's what you actually need:
- ✓Your full legal name — first and last name as it appears on any government document
- ✓Your home country address — used for the operating agreement and company records
- ✓A company name — we check state availability for free before filing
- ✓Payment — state filing fee + service fee. No registered capital required.
Why no passport or national ID number?
US state LLC registration is a commercial registration, not identity verification. The state simply records your business name in its database — it does not perform identity checks or verify personal documents. This is fundamentally different from countries like China, India, or Germany where company registration is tied to identity verification systems.
Your legal ownership is proven by your Operating Agreement — a private legal document we prepare and deliver to you after formation. No government ID needed to file.
You do not need: a US SSN, US phone number, US bank account, US mailing address, or a US visa to form a US LLC.
No. We apply for your EIN with the IRS using your foreign identity. No SSN or ITIN required at any step.
No. Unlike China (which traditionally requires registered capital) or many European countries, US LLCs have no minimum capital requirement. You can start with $0 in the business account. The state simply registers your business name — there's no capital verification.
Unlike many countries where company registration requires identity verification (e.g. Chinese national ID, German Personalausweis), US state governments do not verify personal identity when forming an LLC. The state simply registers the business name — it's a commercial registration, not identity confirmation.
Your ownership is established through an Operating Agreement which we prepare and deliver to you. This is your legal proof of ownership.
Yes. A Single-Member LLC means one owner with 100% control. No co-founders, shareholders, or board of directors needed. This is the most common structure for non-US solo entrepreneurs.
For non-US founders operating entirely outside the US, a Single-Member LLC (SMLLC) is often the optimal structure. Here's why:
- →Simpler IRS tax treatment: Treated as a "disregarded entity" — income flows through to you and is only taxed in your home country.
- →No US employment taxes: If you don't hire US employees, you don't create US payroll obligations.
- →Straightforward annual compliance: Just Form 1120 + 5472 annually — manageable for foreign-owned single-member companies.
What is "Non-US Source Income" — and why does it matter?
A common question from foreign-owned SMLLCs is whether income is "US source." Whether you owe any US tax depends on your specific facts, and only a qualified tax professional can make that determination — LLCFox does not. The factors a tax professional typically reviews include:
- ✓ No US employees — you don't hire any workers based in the US
- ✓ No US office or fixed place of business — no physical presence in the US
- ✓ Services are performed outside the US — you and your team work outside the US
- ✓ Customers are non-US based (or digital products with no US nexus)
Whatever your tax position turns out to be, a foreign-owned SMLLC treated as a disregarded entity still must file Form 1120 + Form 5472 every year (when it has reportable transactions), even with $0 revenue. LLCFox prepares and submits that filing from the information you provide; we do not calculate or advise on whether you owe tax. Always consult a qualified tax professional for your specific situation.
Once your LLC is formed, you have recurring annual obligations to keep it in good standing. Missing these can result in the LLC being shut down or facing $25,000+ IRS penalties.
1. Maintain a Registered Agent (Year-round)
Every US LLC must have a Registered Agent — a person or company with a physical address in your LLC's state, available during business hours to receive legal notices. If the agent lapses, your LLC loses good standing. This is an ongoing annual requirement.
2. File State Annual Report (if required)
Wyoming: Required, about $60/year. New Mexico: No annual report required for LLCs (the state retired this filing in 2019). Foreign-owned single-member NM LLCs typically have no recurring state-level compliance filings beyond keeping a registered agent active.
3. File IRS Form 1120 + Form 5472 (Annual Tax Filing)
This is mandatory for foreign-owned single-member LLCs that are treated as disregarded entities — even with $0 revenue. Due by April 15 each year (extension to October available). The IRS can assess a $25,000 penalty per form for late or missing filings, and penalty relief is not guaranteed.
4. Maintain Your US Business Address & Mail (Recommended)
The IRS and banks send important documents (CP575, tax notices, legal correspondence) to your registered US address. Ensure mail is being received, forwarded, and monitored. Missing an IRS notice can lead to additional penalties.
Our Annual Compliance Plan covers all of the above — registered agent, US address, mail forwarding, and state annual report — for one flat annual fee.
EIN & Tax ID
An EIN (Employer Identification Number) is a 9-digit federal tax ID (format: XX-XXXXXXX) assigned by the IRS. You need it to:
- ✓ Apply for a US business bank account
- ✓ Apply for Stripe, PayPal, or other payment processors
- ✓ File annual IRS tax returns
- ✓ Sign contracts as a business entity
The IRS online EIN assistant is generally not available when the principal place of business is outside the United States. International applicants usually apply by phone, fax, or mail. After submission, EIN issuance typically takes 7-15 business days.
Form SS-4 — The official IRS form to request an EIN. We prepare and submit this for you.
Notice CP575 — Your official EIN confirmation letter from the IRS. We receive it at our US address, scan it, and email you the PDF.
Letter 147C — A replacement confirmation if the CP575 is lost. Banks accept it as proof of EIN.
Yes, an EIN (Employer Identification Number) is issued for free by the IRS — but please note:
⚠️ Non-US residents cannot apply for an EIN online through the IRS official website (IRS EIN Assistant).
The application contains about 18 sections with 35 main fields, and the IRS requires each to be filled out correctly according to your specific situation. The IRS is very strict about formats — even a simple spelling mistake or blank field can cause rejection. A single mistake could delay your application for weeks.
✓ We do not charge government fees or pretend to be an official agency. Our service includes:
- Accurately filling out the SS-4 form and preparing documents (to avoid rejections due to formatting or information errors)
- Submitting to the IRS on your behalf (without you worrying about the complex process)
- Guiding you to receive the IRS confirmation letter CP-575 — if you didn't receive it, we provide guidance to help you take necessary remedial actions
- Advising on the correct IRS communication address and Responsible Party — critical details most providers skip
- Email support and Q&A — we respond to your queries via email or ticket
Important Notice: Address and Responsible Party in EIN Application
Mailing Address: The address provided in the EIN application will be used as the official IRS communication address. The IRS will send ALL important documents (including CP-575 and tax notices) to this address. Many service providers don't clearly mention this — it's a common misunderstanding but crucial for your long-term compliance.
Responsible Party: Must be the actual individual controller behind the company — not an agent, company name, or fictitious identity. Some providers default to using their own information here, which is a violation. If the IRS finds out, they may revoke the EIN or cause future tax issues. Even without an SSN or ITIN, you can legally apply — we assist you through the entire process.
States & Privacy
We focus exclusively on Wyoming and New Mexico because they offer the best combination of features for non-US founders:
Wyoming
- ✓ Strong filing privacy compared with many larger states
- ✓ No Wyoming state income tax
- ✓ Strong legal protections for LLC owners
- ✓ Low annual report fee (~$60/yr)
New Mexico
- ✓ Strong filing privacy on core formation records
- ✓ State tax exposure depends on nexus and activity
- ✓ Lower ongoing state filing burden than many higher-cost states
- ✓ Lowest total cost option
Why not other popular states?
- Delaware: Great for VC-backed startups, but more complex and costly for sole foreign entrepreneurs ($300/yr franchise tax minimum).
- California: high ongoing state costs and less privacy than Wyoming or New Mexico for many remote founders.
- Texas / Florida: common choices, but filing visibility and ongoing compliance can be more involved depending on the business model.
Unless you have a specific reason to form in another state (e.g., local business operations, investor requirements), Wyoming or New Mexico are often simpler choices for remote non-US founders.
Wyoming: usually the best privacy choice for non-US founders, with no state income tax and a minimum annual report fee of about $60.
New Mexico: often the lower-cost formation option, with lighter ongoing state administration than many larger states. State tax obligations depend on nexus, activity, and income source.
Both states usually require less owner information on public formation records than states such as California or Florida, but current filing rules should always be confirmed before you file.
It means the state formation record often reveals less owner information than many other states. The exact visibility depends on the filing structure, later reports, court orders, banking disclosures, tax filings, and current state rules, so privacy is stronger, but not absolute.
These are two different things. Wyoming does not levy a personal or corporate income tax, which is what people usually mean when they say a state is "tax-friendly." But every Wyoming LLC still has to file an Annual Report and pay an annual license tax to keep the entity in good standing.
The license tax is the greater of $60 or $0.0002 per $1 of in-state assets. For the foreign-owned single-member LLCs we serve — which generally have no Wyoming property, payroll, or warehouses — the $60 minimum applies, and that is the number you see in our Starter Pack summary.
If your LLC later acquires Wyoming-based assets above about $300,000, the formula above can raise the annual fee. Federal tax obligations (IRS Form 1120 + Form 5472) are separate from this state filing and depend on your specific facts; please consult a CPA for federal tax matters.
State Comparison
| State | Privacy | Annual Report | State Tax | Annual Cost |
|---|---|---|---|---|
| Wyoming | Strong | Yes ($60 minimum) | No state income tax | From about $60/yr |
| New Mexico | Strong | None (retired in 2019) | Depends on nexus/activity | Registered agent only (~$130/yr via LLCFox) |
| California | Public | Yes | $800 minimum franchise tax | $820+/yr |
| New York | Public | Yes | Higher state tax burden | $500+/yr |
| Delaware | Partial | Yes | State taxes can still apply | $300+/yr |
| Texas | Partial | Franchise filings | No personal state income tax | Varies by filing profile |
| Florida | Partial | Yes | No personal state income tax | About $138+/yr |
Annual Compliance
Most states require an annual filing to confirm your LLC is still active. Missing a required filing can lead to administrative dissolution, account restrictions, document requests, and reinstatement costs.
Wyoming: about $60/year. New Mexico: no annual report required (retired in 2019). Colorado: about $10/year.
Yes — this is mandatory even with zero revenue. Foreign-owned single-member LLCs must file Form 1120 (corporate tax return) and Form 5472 (foreign ownership information) every year.
⚠️ The IRS can assess a $25,000 penalty per form for late or missing filings, and penalty relief is not guaranteed.
Every LLC must maintain a Registered Agent — a person or company with a physical address in the formation state who receives legal and government documents. If your agent lapses, your LLC loses good standing. We serve as your agent and digitize government mail for you.
Yes. First year is free with LLC formation. Cancel anytime before renewal. No questions asked.
Even if your LLC has no activity, you must still file IRS Form 1120 + 5472 and maintain your Registered Agent until the LLC is formally dissolved. Simply ignoring it leads to penalties and state dissolution with consequences for your credit and legal standing.