US Company Formation: Choosing a State, Tax Filings & Annual Upkeep

If you plan to raise venture capital, list in the United States or want mature corporate case law, Delaware is the usual choice (mostly as a C corporation). For ecommerce and online services where annual upkeep matters, a Wyoming LLC is common. Both states require a registered agent at all times, and doing business in another state may require registering there too.

A single-member LLC wholly owned by a foreign person is usually a disregarded entity for federal tax: it pays no federal income tax at entity level, but files Form 5472 with a pro forma Form 1120 when it has reportable transactions. A C corporation pays 21% federal corporate income tax on taxable income, and U.S.-source dividends to foreign shareholders usually carry 30% withholding (10% for qualifying residents of mainland China under the U.S.–China treaty, which does not apply to Hong Kong). Venture investors usually require a C corporation.

Generally not. State formation documents can be filed by the applicant or an authorised service provider, and a foreign responsible party without an SSN or ITIN can apply for an EIN by phone, fax or mail. Banks and payment platforms make their own decisions and may ask for a video or in-person meeting.

Companies formed in the United States are currently exempt from FinCEN BOI reporting; the test is where the entity was formed, not the owners’ nationality. FinCEN’s final rule took effect on 14 August 2026 and kept this exemption. Entities formed under foreign law and registered to do business in a U.S. state may still have to report.

It depends on the tax classification. A foreign-owned single-member LLC with reportable transactions, such as owner contributions or distributions, must file Form 5472 with a pro forma Form 1120 even with no business income; the initial penalty for failing to file is generally USD 25,000 per related party per tax year. A C corporation generally files Form 1120 every year.

The IRS indicates about four business days for fax applications and about four weeks by mail. Applicants whose principal business is outside the United States can also call the IRS international line, which may assign the number during the call. These are not guaranteed times and can lengthen with backlogs.

At state level, a Delaware LLC pays a USD 400 annual tax by 1 June (from the 2026 tax year), a Delaware corporation files its annual report and franchise tax by 1 March, and a Wyoming entity files its annual report and license tax (minimum USD 60) by the first day of its anniversary month. At federal level, file Forms 1120, 1065 or 5472 by tax classification, and keep a registered agent.