How to Form a U.S. LLC as a Non-Resident: Delaware, Wyoming or Florida (2026)

Key points

• A non-resident can form and own 100% of a U.S. limited liability company (LLC) without a visa, a U.S. address of their own or a Social Security number.
• Delaware, Wyoming and Florida are the usual choices: Delaware for its courts and investor familiarity, Wyoming for low running costs, Florida for owners who will actually do business there.
• Delaware raised its annual LLC tax from $300 to $400 from the 2026 tax year; Wyoming's annual report starts at $60 and Florida's costs $138.75.
• A single-member LLC owned by a non-resident with no U.S. trade or business usually owes no federal income tax, but it must file Form 5472 with a pro forma Form 1120 every year. The penalty for missing it is $25,000.
• Since March 2025, LLCs formed in the United States no longer file beneficial ownership reports with FinCEN. Banks, the IRS and the owner's home country still need to know who owns the company.

Can a non-resident open an LLC in the United States?

Can a non-resident open an LLC in the United States? Yes. Any person, of any nationality and living anywhere, can form a U.S. LLC and own all of it. There is no citizenship or residence requirement for members or managers, and the whole process can usually be completed remotely: choose a state, appoint a registered agent, file the formation document, obtain an Employer Identification Number (EIN) from the IRS and open a business bank account. Owning an LLC does not give the right to live or work in the United States.

For entrepreneurs who sell online, provide services to international clients or hold investments, a U.S. LLC offers a company that clients, marketplaces and payment platforms recognise everywhere, with simple governance and, in the right circumstances, no U.S. income tax at the company level. The structure only works, however, when the tax position is understood both in the United States and in the country where the owner lives.

LLC or corporation?

The LLC is the default choice for foreign entrepreneurs. Its members set the rules in an operating agreement, there is no board or annual meeting requirement, and members are not personally liable for the company's debts as long as the company is kept separate from their personal finances.

For U.S. tax purposes an LLC is flexible. A single-member LLC is a disregarded entity unless it elects otherwise, so its income is treated as the owner's. A multi-member LLC is taxed as a partnership by default. Either can elect to be taxed as a corporation.

A C corporation pays 21% federal corporate tax on its profits, and dividends to foreign shareholders are generally subject to 30% U.S. withholding, reduced by a tax treaty where one applies. It is the standard vehicle for startups that will raise venture capital or issue several classes of shares. For most service, e-commerce and holding activities run from abroad, the LLC is simpler.

Choosing the state

A company can be formed in any state, wherever its owners live. The choice affects fees, privacy and the courts that will hear disputes, not the federal tax treatment.

Delaware

Delaware is the reference for U.S. company law. Its Court of Chancery specialises in business disputes and its case law is followed nationwide, which is why investors and lawyers are comfortable with Delaware entities. Formation costs $110 in state fees. The annual LLC tax was $300 for many years; House Bill 400, signed in May 2026, raised it to $400 from the 2026 tax year, payable by 1 June of the following year. A late payment adds a $200 penalty plus interest.

Wyoming

Wyoming is popular for its low costs and simple administration. Articles of organization cost about $100, and the annual report is due on the first day of the anniversary month, with a minimum license tax of $60. Member names are not required in the public filing, and Wyoming law limits a member's creditors to a charging order over distributions. Wyoming has no state corporate or personal income tax.

Florida

Florida suits owners who will have customers, staff or an office there, or who want to open a bank account in person in Miami. Formation costs $125 and the annual report $138.75, due between 1 January and 1 May; a $400 late fee applies after that date. Florida does not tax individuals' income, but an LLC that elects corporate treatment pays Florida corporate income tax.

If the business will actually operate in another state, with an office, staff or inventory there, that state will usually require the LLC to register as a foreign LLC and may tax it. Forming in Delaware or Wyoming does not avoid the rules of the state where the activity really happens.

Step by step

1. Choose the name and the registered agent

The name must be available in the chosen state and end with LLC or Limited Liability Company. Words such as bank, insurance or university need special approval. Every LLC must appoint a registered agent with a physical address in the state to receive official notices and legal documents. Commercial agents provide this service for a yearly fee, and their address is not a business address for banks or customers.

2. File the formation document

The document is called a certificate of formation in Delaware and articles of organization in Wyoming and Florida. It lists the name, the registered agent and, in some states, the management structure. Approval is often same-day to a few business days. The state's stamped copy is the company's birth certificate.

3. Sign an operating agreement

The operating agreement sets ownership percentages, management, profit distributions, what happens if a member leaves or dies, and how the company is dissolved. It is rarely filed with the state, but banks ask for it and, for a single owner, it is the main evidence that the LLC is a separate business.

4. Obtain the EIN

The EIN is the company's federal tax number. Owners without a Social Security number or ITIN cannot use the IRS online application; they file Form SS-4 by fax or mail, or call the IRS international line. An ITIN is not needed to get an EIN; see our guide on ITIN vs SSN for when the owner needs one later.

5. Open the bank account

Traditional U.S. banks often want the owner to visit a branch, while several online business account providers open accounts remotely for non-resident owners with the formation documents, EIN, operating agreement and the owners' passports. Expect questions about the business model, clients and the source of funds. Our guide on how to open an offshore bank account explains what banks look for.

How a non-resident's LLC is taxed

The answer depends on where the income is earned, not on where the company is registered.

• No U.S. trade or business: a single-member LLC owned by a non-resident that sells services performed abroad, with no U.S. office, staff or dependent agent, generally has no income effectively connected with the United States and owes no federal income tax. The owner reports the profit where they live.
• U.S. trade or business: if the LLC has an office, employees or other activity in the United States, its effectively connected income is taxed in the United States and the owner files Form 1040-NR. A multi-member LLC must also withhold tax on the share of that income allocated to foreign members.
• U.S.-source passive income: dividends, interest, rents and royalties from U.S. sources are generally subject to 30% withholding, reduced by treaty where available.

The compliance obligation is not optional. Every foreign-owned single-member LLC is treated as a corporation for reporting purposes and must file Form 5472, attached to a pro forma Form 1120, by 15 April each year (extendable to 15 October), listing transactions with its owner such as capital contributions, loans and distributions. The penalty is $25,000 per form per year, with more if the failure continues after an IRS notice.

Beneficial ownership reporting

The Corporate Transparency Act required most U.S. companies to report their beneficial owners to FinCEN from 2024. In March 2025, FinCEN exempted all entities formed in the United States, and a final rule in August 2026 made the exemption permanent; foreign companies registered to do business in the United States remain covered. A Delaware, Wyoming or Florida LLC therefore no longer files this report, but privacy is relative: the registered agent, the IRS (through the EIN application and Form 5472) and every bank collect the owners' identity. Our guide on beneficial owners explains how these rules work internationally.

The owner's home country

A U.S. LLC with no U.S. tax is not a tax-free company. The owner's country of residence decides how its profits are taxed, and countries disagree on what an LLC is. Some treat it as transparent and tax the owner on the profits as they arise; others treat it as a company, so the controlled foreign company rules may apply, or tax only distributions. A mismatch between the two views can create double taxation or a challenge from the tax authority. Before forming the company, check how your country classifies a U.S. LLC and what it must report each year. Our guide to tax residency explains why the owner's residence matters more than the company's address.

U.S. citizens and green card holders are in a different position: for them a U.S. LLC is a domestic company, taxed on worldwide income through their own returns. The approaches in this guide are for non-U.S. persons.

Common mistakes

• Using the registered agent's address as the business address with banks and payment platforms.
• Mixing personal and company money, which weakens the liability protection and complicates Form 5472.
• Forgetting Form 5472 because the LLC owes no tax.
• Having U.S. staff, an office or inventory without realising it creates a U.S. trade or business.
• Ignoring how the home country treats the LLC.

Bottom line

A U.S. LLC is one of the most practical ways for a non-resident to run an international business: quick to form, recognised by clients and platforms, and, without U.S. operations, often free of U.S. income tax. Delaware, Wyoming and Florida each fit a different profile, and the annual filings, especially Form 5472, are what keep the company in good standing. Our comparison of the best countries to open an offshore company shows where a U.S. LLC fits among the alternatives.

Our Private Advisory Session chooses the state and tax classification for your activity, forms the LLC, obtains the EIN and plans the banking and the reporting in your country of residence.

Sources

• IRS: Instructions for Form 5472
• IRS: About Form SS-4 (EIN application)
• Delaware Division of Corporations: LLC annual taxes
• Wyoming Secretary of State: Business entities
• Florida Division of Corporations (Sunbiz)
• FinCEN: Beneficial ownership information reporting