Forming a US LLC as a Non-Resident: The 2026 Guide

Short answer: to form a US LLC from abroad, you pick a state, appoint a registered agent there and file the formation document with the state (the state fee is $110 in Delaware and $100 in Wyoming). Then you get a free EIN from the IRS; no trip to the US is required. The part that catches people out comes later: a single-member LLC wholly owned by a foreign person must file Form 5472 attached to a pro forma Form 1120 for every year it has reportable transactions, and the penalty for not filing is $25,000.

"Do I need a US company?" is the first question every cross-border brand asks. Not always, but for some sales channels it makes life easier. Our own company, Revoba LLC, is a foreign-owned single-member Delaware LLC, so the obligations below are ones we handle ourselves.

Do you actually need an LLC?

You can sell into the US without one: open Amazon and Etsy accounts with your home-country company and give US platforms a W-8BEN or W-8BEN-E to claim any treaty benefits your country has. Our W-8BEN guide covers which form applies. An LLC can wait if you haven't validated the product, you're on a single channel at small volume, or your sales don't yet cover the fixed annual costs in the table below.

An LLC helps when you need:

• US payment rails: Mercury opens accounts for companies formed in the US; see our Mercury guide. Stripe only serves businesses in the countries on its supported list, so a US entity is one route if your country isn't there.
• Liability separation: company debts stay apart from your personal assets, as long as you keep company and personal spending in separate accounts.
• Scale and permanence: if the US will be your main market, setting the structure up right beats migrating later.

Which state: Delaware or Wyoming?

Most non-resident sellers shortlist these two. The full comparison is in Delaware vs Wyoming; in brief:

• Wyoming: $100 formation fee. An annual report with a license tax of $60, or two-tenths of a mill ($0.0002) per dollar of company assets located and employed in Wyoming, whichever is greater. Wyoming has no state individual or corporate income tax.
• Delaware: $110 formation fee. LLCs file no annual report but pay a $400 annual tax. Delaware is known for its corporate law and its Court of Chancery business court, which is why founders planning outside investment or multiple partners often look at it.
• Other states: if you have a physical presence (warehouse, office, staff) somewhere, check that state's registration rules too.

1. Pick and check the name

Search the state registry for availability. The name must include "Limited Liability Company", "LLC", "L.L.C." or another abbreviation listed on the state's form. If a trademark is on your roadmap, check the USPTO database for conflicts now, and grab the domain and social handles at the same time.

2. Appoint a registered agent

Delaware law requires every entity to keep a registered agent with a physical street address in Delaware. Wyoming's formation form likewise requires an agent with a physical Wyoming address, who signs a consent to the appointment. The agent receives legal service and state mail for you. Delaware publishes a list of agent firms but states that it does not regulate them, so due diligence is on you. Agent pricing is set by each firm, not by the state.

3. File the formation document

Delaware calls it a Certificate of Formation; Wyoming calls it Articles of Organization. Delaware's form asks only for the company name and the registered agent; Wyoming's also asks for a mailing address and principal office address. Neither form asks for member names.

• Delaware: $110. Paid expedited options (24-hour, same day, 2-hour, 1-hour) are listed on the state's fee schedule.
• Wyoming: $100; file online at wyobiz.wyo.gov.

Then draft a written Operating Agreement, even as a single member. It isn't filed with the state; it's the internal document that records ownership and authority.

4. Get the EIN

The EIN is your company's IRS identification number, and the IRS never charges for it. The online application is only open if the principal place of business is in the US and the responsible party has an SSN or ITIN. A company run from abroad applies by the international phone line, by fax (the EIN generally comes back by fax within 4 business days) or by mail (about 4 weeks). You don't need an ITIN: the SS-4 instructions say to enter "foreign" or "N/A" where the responsible party has no SSN or ITIN and isn't eligible for one. Full walkthrough in our EIN guide.

5. Open banking and payments

• Mercury: not a bank itself; banking services come through partner banks. It asks for the formation document, an EIN document and ID. Its US-operations and address rules are covered in our Mercury guide.
• Stripe: for card payments on your own site. Check Stripe's current country and document requirements before applying.

Design the money flow up front: marketplace payouts → US account → US expenses → remaining profit transferred home. Keep a record of every transfer; you'll need it for Form 5472 and for your home-country filing.

6. Connect Amazon/Etsy to the LLC

Starting fresh? Open the account directly under the LLC. Changing the business details on an existing account can trigger re-verification; follow the current steps in Seller Central and make sure company name, address and bank details match across every document. Schedule the switch in a quiet season, not mid-Q4.

Official fees at a glance

Not in the table but worth budgeting: the registered agent subscription, a preparer's fee if you outsource Form 5472 and the pro forma 1120, and any formation-package fee. These are private prices; get a few quotes. Ads for a "cheap LLC" usually show only the state fee.

On BOI reporting: under FinCEN's final rule, effective August 2026, companies created in the US are exempt from beneficial ownership (BOI) reporting. Older guides that list BOI as a formation step for US LLCs are out of date.

After formation: the annual obligations

Forming an LLC is easy; keeping it in good shape takes discipline. Three things people skip, and pay for:

• Form 5472 + pro forma 1120: per the IRS instructions, a US LLC wholly owned by a foreign person is treated as a corporation for this purpose and files Form 5472 attached to a pro forma Form 1120. Money moving between you and the company counts as reportable, including contributions at formation and distributions. For a calendar-year company the deadline is April 15, extendable with Form 7004. It can't be e-filed; it goes to the IRS fax number or Ogden address reserved for these filings. The penalty for not filing, or not keeping records, is $25,000, plus another $25,000 for each 30-day period the failure continues more than 90 days after IRS notice. Who files, how to send it and common mistakes are covered in our Form 5472 guide.
• State annual obligation: Delaware LLCs file no report but pay the annual tax by June 1 each year, starting the year after formation. There's no proration: if the LLC is on the books at any point in the year, the full tax is due. Wyoming's annual report is due on the first day of the anniversary month, with the first one due on the first anniversary.
• Sales tax: in states with marketplace facilitator laws, Amazon calculates, collects and remits sales tax on third-party sales. Sales on your own website aren't covered; track each state's registration rules for those.

And don't forget home: many countries tax residents on worldwide income. How LLC profit is reported where you live depends on your country's rules and its tax treaty with the US, so set it up with your accountant.

Five common mistakes

• Taking on fixed costs before validating the product
• Buying the cheapest formation package and never hearing about Form 5472
• Inconsistent company, bank and Amazon details
• Mixing personal and company spending
• Confusing the ITIN with the EIN and stalling on the wrong document

FAQ

What are the official costs of forming a US LLC? The state formation fee is $110 in Delaware or $100 in Wyoming, and the EIN is free. Each year Delaware charges a $400 tax and Wyoming a license tax of at least $60. Registered agent and accounting fees come on top.

Can I form a US LLC without visiting the US? Yes. State filings are made online or by mail, and the EIN by phone, fax or mail, all of which can be done from abroad.

What does a foreign-owned single-member LLC file each year? Form 5472 attached to a pro forma Form 1120, for every year with reportable transactions. Calendar-year deadline: April 15. Penalty for not filing: $25,000.

Does my US LLC need to file a BOI report? Under FinCEN's current rule, companies created in the US are exempt.

I formed in Delaware and changed my mind. Can I move? Yes. Delaware's fee schedule lists a transfer filing for LLCs and Wyoming's lists continuance/domestication. It still means fees and paperwork in two states, so choosing right the first time is easier.

The right order, at the right time

An LLC is a tool, not a goal: formed at the right moment it speeds up payments and scale; formed too early it just adds fixed costs. For most sellers the right order is: validate the product → see first sales on the channel → then build the structure.

Company-setup consulting is part of our Brand Launch package; to talk through which structure fits you, a cross-border consulting call is free. For the full Amazon picture, see our guide to selling on Amazon.

Sources and scope

• Delaware Division of Corporations, Certificate of Formation form and instructions: $110 filing fee, $400 annual tax, required contents
• Delaware Division of Corporations, LLC/LP/GP tax instructions: $400, June 1, $200 penalty and 1.5% monthly interest, no annual report, no proration
• Delaware Division of Corporations, Fee schedule: expedited services, LLC transfer filing
• Delaware Division of Corporations, How to form a new business entity and registered agent list: registered agent requirement; agents not regulated by the state
• Delaware Division of Corporations, About the agency: Court of Chancery and corporate law
• Wyoming Secretary of State, Business Division fee schedule: $100 formation fee, $60 minimum license tax, continuance/domestication
• Wyoming Secretary of State, LLC Articles of Organization: required contents, registered agent, 60-day dissolution rule
• Wyoming Secretary of State, Annual reports and FAQ: due date, delinquency, administrative dissolution
• State of Wyoming, About Wyoming: no individual or corporate income tax
• IRS, Instructions for Form SS-4 and Get an EIN: application routes, timing, no fee, no ITIN requirement
• IRS, Instructions for Form 5472: foreign-owned US disregarded entity rule, reportable transactions, filing address, $25,000 penalty
• IRS, Instructions for Form 1120: due date
• FinCEN, Beneficial Ownership Information: BOI exemption for US-created companies
• Amazon, Marketplace Tax Collection: marketplace sales tax collection
• Stripe, Global availability

Information checked on 14 October 2026. This is general information, not legal or tax advice. State fees, tax amounts and IRS rules can change; check the official pages before you act. Some older Delaware pages still show the LLC annual tax as $300; confirm the amount on the tax instructions page before paying.