Startup & Venture · Formation
U.S. LLC Formation for Owners Outside the United States
Selling services to U.S. clients, holding U.S. assets, or trading with American buyers? A U.S. limited liability company is often the simplest vehicle. We form it remotely, write an operating agreement that fits how you actually run the business, obtain the EIN and give you a calendar of the state and federal filings that come next.
When an LLC fits, and when it does not
An LLC suits owners who want liability protection and flexible management without the formality of a corporation. It is common for consulting and software-services firms billing U.S. clients, import and export businesses, and holding companies for property or investments.
An LLC is usually the wrong choice if you plan to raise from U.S. venture investors or grant stock options. Their standard documents assume a corporation, so most LLCs are converted before a raise. If that is your plan, start with a Delaware C-corp instead.
- Good fit: services or trading business, family or partner-owned, profits distributed to owners, no outside equity investors planned.
- Poor fit: SAFEs, priced rounds or employee stock options expected in the next year or two.
- Ask first: the U.S. and home-country tax result depends on who owns the LLC and what elections are made.
What we prepare
- State selection memo: Delaware, the state where you will operate, or another state, and whether registering in a second state is needed.
- Certificate of Formation filed with the state, with a registered agent arranged.
- Operating agreement: single-member or multi-member, management structure, capital contributions, profit allocation, transfer restrictions and what happens if an owner leaves.
- EIN application with the IRS, using the route available to owners without a U.S. taxpayer number.
- Initial member resolution naming who can open accounts and sign contracts.
- Banking document pack and a compliance calendar of annual state filings and federal reporting to raise with your tax adviser.
Choosing a state
Delaware is well known and its LLC law is flexible, but it is not always the cheapest or simplest choice for a business with no investors. If the LLC will have an office, staff or inventory in another state, it will usually need to register there as well, which means two sets of annual filings. We compare the realistic options for your facts rather than defaulting to one state.
State fees and annual tax
For a Delaware LLC, the state charges a filing fee for the Certificate of Formation and a flat annual LLC tax due June 1 each year, with a penalty and interest for late payment. The current amounts are on the Delaware fee schedule and the Delaware franchise tax page. Other states set their own fees.
| Item | Amount or deadline | Notes |
|---|---|---|
| Certificate of Formation (Delaware) | Set by Delaware | See the current fee schedule |
| Delaware LLC annual tax | Flat amount, due June 1 | No annual report, unlike a corporation |
| Registered agent | Varies | Private providers; renewed yearly |
| Registration in a second state (if needed) | Varies by state | Depends where you operate |
| IRS EIN | No IRS fee | Route and timing vary for foreign applicants |
U.S. tax filings for foreign-owned LLCs
A foreign-owned LLC can have U.S. federal information-reporting duties even if it earns no U.S. income. For example, a foreign-owned single-member LLC may need to file IRS Form 5472 with a pro forma return. Whether income is taxed in the United States depends on where it is earned and whether the business is engaged in a U.S. trade or business, and treaties can change the answer.
We do not give tax advice. We flag these filings in your compliance calendar and work with your U.S. and home-country tax advisers, who confirm what applies to you. Current IRS guidance is at irs.gov.
How it works
- Intake: owners, ownership split, business model, where customers, staff and assets are.
- Structure call: LLC or corporation, which state, single or multi-member, and who manages.
- Filing: Certificate of Formation filed and registered agent appointed.
- Operating agreement drafted, reviewed with you and signed electronically.
- EIN obtained and initial resolutions signed.
- Delivery: company records, banking pack and compliance calendar.
If you later raise venture capital
If the business grows and investors appear, an LLC can be converted into a Delaware corporation. Conversion has tax consequences for the owners, so it is better planned than rushed during a term sheet. When you are ready, see SAFEs and convertible notes and seed rounds.
An LLC is not a visa
Forming or restructuring a U.S. company does not give anyone a visa or permission to work in the United States. Founders who want to live and work here need their own immigration strategy, and the company structure you choose now can help or hurt it later.
- E-2 treaty investor. The State Department's treaty country list shows E-2 treaties with Morocco, Senegal, Egypt, Tunisia and Cameroon, and E-1 and E-2 treaties with Togo and Liberia. Founders who are nationals of those countries can look at the E-2 treaty investor visa.
- O-1 extraordinary ability. Nigeria, Ghana and Kenya do not appear on that treaty list. Founders from those countries more often look at the O-1 visa, which turns on the founder's own record rather than nationality.
If a founder's petition is delayed or denied, see the federal-court options for E-2 denials and O-1 denials.
Common problems
- A one-page template operating agreement that says nothing about what happens when partners disagree or one wants out.
- Missing the June 1 annual tax, then losing good standing just when a bank or client asks for a certificate.
- Not registering in the state where the business actually operates.
- Overlooking federal information returns for foreign-owned LLCs.
Who handles your matter
DC Federal Litigation PLLC performs the U.S. corporate and venture work on this page itself, from our office at 1717 N Street NW, Washington, DC, for founders and investors wherever they are. Meetings and signing happen remotely, so you do not need to travel.
We advise on U.S. law: Delaware corporate law, the U.S. transaction documents and the federal securities filings that go with them. We do not advise on the law of your home country, and we do not give tax advice. Where those questions arise, we work alongside your home-country counsel and your tax adviser, and we say in writing at the start which questions belong to them.
Before any work begins you receive an engagement letter that sets out the scope of the work, what is included and what is not.
Frequently asked questions
Can a non-U.S. citizen own a U.S. LLC?
Yes. There is no citizenship or residency requirement to own or manage an LLC, and a foreign company can also be a member. A single foreign owner can form a single-member LLC. Owning the LLC does not authorize anyone to work in the United States; that requires a separate visa.
Do I need to travel to the United States to form an LLC?
No. Formation, the operating agreement and the EIN can all be handled remotely, and documents are signed electronically. Some banks prefer or require an in-person visit or extra documents for foreign owners, so we prepare a banking pack and discuss which providers suit your situation.
Which state should a foreign-owned LLC use?
There is no single answer. Delaware is well known and flexible. If the business will operate from another state, forming there, or registering there as well, may be needed. Fees, annual filings and privacy rules differ. We recommend a state after we know where your customers, staff and assets are.
What does a Delaware LLC cost each year?
Delaware charges a flat annual LLC tax due June 1, plus a registered-agent fee set by the provider you use. There is no annual report for a Delaware LLC. Late payment adds a penalty and interest. Current state amounts are on the Delaware fee schedule linked above.
Does a foreign-owned LLC have to file anything with the IRS?
Often, yes, even with no U.S. income. A foreign-owned single-member LLC may need to file an information return such as Form 5472. Whether the LLC owes U.S. income tax depends on its activities and any tax treaty. Confirm with a U.S. tax adviser; we put the filings on your calendar.
Can I use an LLC to raise investment later?
You can raise from friends, family or partners through an LLC, but U.S. venture investors usually want a Delaware corporation. If a venture raise is likely in the next year or two, starting with a C-corp usually avoids a conversion later.
What should the operating agreement cover?
Who owns what, who makes decisions, how profits are shared and distributed, what happens if an owner dies, leaves or wants to sell, and how disputes are resolved. Single-member LLCs need one too, because banks and courts look for it to confirm the LLC is separate from its owner.
Can an LLC support an E-2 visa?
An LLC can be the investment enterprise for an E-2 treaty investor if the ownership and investment meet the E-2 rules, which require the qualifying owners to share the treaty country's nationality. That is assessed separately from formation, so raise it at intake.
Set up your U.S. LLC from wherever you are
Tell us what the business does and where it operates. We recommend the state and structure and set out the scope in writing. Start with a paid consultation. If you engage the firm within 30 days, your consultation fee is credited in full toward your initial retainer.