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This post outlines everything you need to know about forming a company in the USA as a foreigner, non-citizen or US citizen that lives outside the country. Incorporating in the United States can increase your company’s credibility, gain access to the US market and investors (the world’s largest source of each).
If you are located outside the United States and wish to form a company in the US (either to open a US bank account and/or merchant account, open a physical US branch or any other reason), then we’ve created this step-by-step resource to explain the process, show you exactly what you need and how we can help you. Note that “Incorporate” means to form a “Corporation” and “Form an LLC” means to form a “Limited Liability Company” (LLC) which is further explained below.
To create a Corporation in the United States, we will file documents called “Articles of Incorporation” or “Certificate of Incorporation. The LLC version of these documents are called “Articles of Organization” or “Certificate of Organization” (these documents may have different names depending on which state you choose). Also, the word “entity” is used to describe a business that is not an individual and can apply either to a Corporation or an LLC.
- Choose Which Type of Business Entity to Form: Corporation or LLC
- Choose Which State to Form Your Corporation or LLC
- Requirements to Form a Corporation or LLC in the USA
- After Forming a US Corporation or US LLC
- Maintaining Your US Corporation or US LLC
International Company Start-up Checklist
1. Choose Which Type of Business Entity to Form: Corporation or LLC
If any of the owners of the company (called “Shareholders” for Corporations and “Members” for LLC’s) are not US Citizens, then you have the option of either forming a Corporation (also called a “C-Corporation” or “Regular Corporation”) or an LLC. There’s another entity type called an “S-Corporation” but that entity requires all shareholders to be US Citizens.
There is no restriction on the number of owners for a US Corporation or LLC, which country the owners are from or whether they are individuals or other companies (foreign or domestic corporations, LLC’s, etc.). However, your home country may have restrictions on which type of US company may operate in that country so it’s important you consult your local laws and if necessary contact an attorney familiar with your situation and US law if you are unsure of local requirements.
For detailed information on a Corporation vs. an LLC, Google “Which Type of Business Entity to Choose” which gives more information on each type of company, and the advantages of each.
- Frequently Asked Questions About LLC’s
- Frequently Asked Questions About Corporations
- US Small Business Administration Article: Should I Incorporate in the US?
2. Choose Which State to Form Your Corporation or LLC
In the United States, you can form a Corporation or LLC in any of the 50 States or Washington DC. Which state you choose will depend on why you are forming the company. Some US states are more “business-friendly” or “international-friendly” than others, especially Delaware, Nevada and Wyoming. For detailed information on these states and picking a state, Google “Which State to Incorporate or Form an LLC“.
a. If you simply want to form a US company because you need to open a US bank account and/or merchant account (to accept credit cards) and will not be opening a US branch or have a physical presence, then you might choose Wyoming which has lower annual state fees (Corporation/LLC:$50) than Delaware (Corporation:$125; LLC:$250), or Nevada (Corporation/LLC:$325). Also Delaware, Nevada and Wyoming banks are more familiar with dealing with international clients without a local office than are many other states. This can make opening a bank account much easier.
b. If you will be opening a US branch with a physical office (or home-based employee), you may want to choose the state where you will be opening the office. Note that if your office will be operating in, for example, Florida, then you may still choose to form the company in another state like Delaware, however, the state where you are opening the office will want you to “re-register” that Delaware company in Florida. This process is called “foreign qualification” which means you are qualifying the Delaware entity to open a physical business in Florida. Of course, we can assist with foreign qualification as well if necessary.
c. If you want to form a company for the purpose of obtaining US investment or venture capital, you may consider a Delaware Corporation as this is the entity that is required by the vast majority of US investors and venture capitalists.
3. Requirements to Form a Corporation or LLC in the USA
Once you’ve decided what type of company you’d like to form and which state you will be forming the company, there are only a few basic requirements we need to form your company for you.
a. Choose a Company Name
We will search to be sure this name is available in your chosen state. If it is not available we will contact you for additional name choices and keep working until we find one that is available.
b. Provide a Registered Agent
The Registered Agent is a person or company that must have a physical address in the state of formation, be available during business hours, and will accept and sign for official legal and state documents for the company. We can provide the Registered Agent in any state to accept these documents, scan them and email them to you, and if necessary, forward documents via International Mail (with tracking numbers) for documents that cannot be scanned or require a physical signature.
NOTE: A Registered Agent is NOT a mail forwarding service, the Registered Agent has a statutory responsibility to accept official state documents and legal documents (should your company be sued) and forward them to you. Read below for information on setting up mail forwarding and/or virtual office services to forward regular business mail and correspondence.
c. Provide Names and Addresses of the People/Companies Involved (Officers, Directors, Members, etc.).
d. Federal Employer Identification Number (Optional)
The Federal Employer Identification Number (FEIN) also known as an “EIN” or simply “Tax ID Number” is a number issued by the United States Internal Revenue Service (IRS) that is somewhat like an identification number for companies. Once your company is filed by the state, we assist you in obtaining this number from the IRS. The FEIN will be needed, for example, to open a US bank account (and perhaps, one in your home country, please check with your local bank to see if they require this number to open an account).
NOTE: If you or another owner of your company do not currently have a Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN) and order our FEIN Obtainment service we will complete the FEIN Application and obtain the company’s FEIN for you from the IRS via FAX and can take an additional 2 weeks depending on the IRS. This option will require that you obtain an ITIN before April 15th of the next year after your company is formed.
e. Apostille or Certificate of Authentication (Optional)
If you intend to open a bank account in your home country or if a local company or government office will require proof of the formation of your US Corporation or LLC, you may need to have the company formation documents certified with an “Apostille” or “Certificate of Authentication”. An Apostille, which is an agreement between countries to accept eachother’s documents) is only available if your country is a member of the Hague Convention (Apostille Convention). If your country is NOT a member, then your home country may require a “Certificate of Authentication” from either the state where the company is formed or the US State Department (or both).
NOTE: An Apostille or Certificate of Authentication should NOT be required if you are simply opening a bank/merchant account or physical office in the US since the banks and companies you will be dealing with are already based in the US and don’t need proof other than your formation documents and FEIN.
After Formation Checklist
4. After Forming a US Corporation or US LLC
After your Corporation or LLC has been filed, there are some other tasks you may want to do depending on your requirements and the purposes of your US company.
a. Arrange a US Physical Business Address or Virtual Office
If you would like to receive business mail, client mail, etc. at a US address or if every bank that you contact requires you to have a separate physical US address (that is not the same as your Registered Agent), then you’ll need to arrange for a “mail forwarding” and/or “virtual office” service. There are many such services in the US, many of them are based in the above-mentioned states of Delaware, Nevada and Wyoming. Some provide options including weekly or monthly forwarding, online tracking of documents and some may be able to provide you a US phone number as well.
US Mail Forwarding and Business Address providers include:
Nevada Virtual Office – Includes Nevada Address, Phone & FAX!
Wyoming Virtual Office – Includes Wyoming Address, Phone & FAX!
Opus Virtual Offices
b. Open a US Bank Account
If you want to accept US payments, open a US merchant account, or open a physical branch office in the US (or for any other purpose), then you’ll need to open a US bank account. Unfortunately, this has become significantly more difficult in recent years due to various US anti-terrorism laws, but there are still several options (depending on your home country) that may make this process easier. The important thing to realize is that it is going to take a bit of research and is highly dependent on variables which are ultimately out of our (and your) control.
Tip #1: ALWAYS CALL THE BANK FIRST. Don’t assume you have everything you need to open a bank account with a certain bank. Banks vary wildly on what they require to open an account. For example, some will require a “Certified Copy” of your formation documents, “Banking Resolution” or other documents that other banks will not. It’s good to shop around a bit, call a few banks and find out the specifics before you waste a trip to their office. If the bank requires a US physical address, you’ll want to ask them if the address must be in the state where the company is formed or can it be in any US state – these are important things to know if you need to arrange for a physical US address or virtual office (discussed below).
Tip #2: Form your Company in Delaware, Nevada or Wyoming. Major international banks that operate in these states are far more experienced with international clients due to their existing high volume of international clients and corporate banking in general. This is especially true if you do not intend to have a physical address or have somebody representing the company in the US that can physically walk into a branch. Most banks will require you have some type of physical address based in the United States (discussed below) that is NOT your Registered Agent address. Some banks may accept your Registered Agent address for opening the bank account, but you will need to arrange to have your bank statements, etc. routed through either a mail forwarding service or have them delivered electronically.
Tip #3: Select a bank that also has a branch in your home country. If you select a bank that has both a presence in your US state of formation and your home country, many times you can simply walk into the local branch in your country to open the bank account.
Banks that have a large international presence include (check their website for a local branch):
- Bank of America
- Wells Fargo
c. Open a Bank Account in Your Home Country
If you need to open a bank account in your home country, the bank will more than likely require the above-mentioned “Apostille” or “Certificate of Authentication”. It is important that you inform us of this necessity when you order with us so we can have these documents created when forming your US company. Contact your local bank for more details on what is required to open a bank account in your country.
d. Get a US Phone Number
There are many options for getting a US phone number. In most cases, this can be a toll-free number (800, 877, etc.) or a local number where you can choose which area code you would like (Example: 302 for Delaware, 702 for Nevada or 307 for Wyoming). Most of these phone number providers will have many online features such as voicemail and faxes delivered via email, “follow-me” routing to forward your calls to any number you wish as well as VOIP service where calls can be routed over the internet instead of standard voice lines. Prices start usually from $9.95/month or some charge only per-minute fees for international calls.
US Phone Number Providers include:
- Nevada Virtual Office – Includes Nevada Address, Phone & FAX!
- Wyoming Virtual Office – Includes Wyoming Address, Phone & FAX!
- Google Voice – international restrictions and google branding on phone calls.
- Skype – free for domestic use but no real phone # unless you upgrade.
- Ring Central
e. Build a Website and Company Logo
Almost every business will want to have at least a basic website. It provides credibility and is in-fact now required by many merchant account providers and US vendors on applications. Fortunately, domain names are cheap and websites can be built in hours instead of months with new wizard-based website templates. Pricing starts at around $10/month. You may want to consider a professional logo (and web design) if you will have a significant web presence.
f. Open a US Merchant Account (to Accept Credit Cards)
A merchant account is a relationship with a bank that allows your business to accept credit cards like Visa, MasterCard, Discover and American Express in addition to electronic checks, etc. You can accept payments for your products or services via credit card, the bank debits the funds from the customer and deposits them into your bank account. Opening a merchant account in the US will almost certainly require a US bank account, a US Business Address and phone number.
Maintain Your US Company
5. Maintaining Your US Corporation or US LLC
Maintaining your Corporation or LLC in the US is fairly simple, typically you only need to:
a. File an Annual Report.
The “Annual Report” is simply a document that updates the state on the owners, addresses and Registered Agent for your company. In many states it can be filed online. Your Registered Agent will receive and forward the required report to you before it is due. We can file your Annual Report in any state! Visit our Annual Report page to view your Annual Report due date, fees and order online. Failure to file this report can result in your company becoming inactive, be assessed late fees and eventually be administratively dissolved.
b. Maintain a Registered Agent.
If you fail to maintain a Registered Agent, your company will not receive important state and legal documents and therefore will not be able to file an annual report and may lose a lawsuit by default judgment for failing to respond.
c. Meet Your Home Country Requirements.
Make sure that if your home country requires any filings, taxes or other information that you consult local law to determine your obligations.
d. Pay US Taxes (if required).
NOTE: Business Taxes can be complicated for Non-US residents. Get a CPA or qualified accounting firm to learn about the various requirements. Topics include:
Why incorporate in the U.S.
- Which legal structure to use
- What state to incorporate in
- Incorporation Process
- Registered Agent Requirements
- Classifying Income
- Business Deductions
- Tax Filing Requirements
- Investment Income
- U.S. Bank Accounts
- State Income Taxes
- IRS Bookkeeping Requirements
Depending on your country and other factors (for example, if you’ve been a US resident), your company or the individual owners may have to pay taxes on any US-based income – though many countries have “tax treaties” with the US and are taxed at a reduced rate or do not have to pay them at all. We are neither legal nor tax advisors (and are prohibited from giving tax advice) so we are unable to assist with this portion of maintaining your company. However, the US Government has many resources that are helpful and of course, you may wish to engage the services of a US tax advisor in addition to your home country advisor (or ideally an advisor familiar with the tax laws of both countries).
US Tax Resources:
- Foreign Corporation Taxation
- IRS Publication 519: US Tax Guide for Aliens
- Importing and Exporting
- Tax Treaties
MORE RESOURCES TO FURTHER RESEARCH DOING BUSINESS IN THE US:
Contact Paul Baron @ WebTel Marketing for hands on support for formation, sales, marketing, branding, launch, funding, growth, acquisitions, exit.