Statutia › Nonresident LLC

Forming a U.S. LLC as a nonresident

By the Statutia Ledger Desk · Published by Carefree Charters LLC

Not tax or legal advice. Statutia is an independent publisher, not a law firm, CPA firm or enrolled agent. This page explains general U.S. rules, checked Oct 11, 2026 against IRS, FinCEN and state sources. Whether a rule applies to you depends on facts only a tax professional can review, so we list those as questions for your preparer (Section 10).

Short answer. You don't need U.S. citizenship, residency or an SSN to form a U.S. LLC. You do need three things a U.S. resident can often skip:

1. A registered agent with a street address in your formation state. Wyoming, New Mexico and Delaware all require an in-state registered office, so a founder abroad hires a commercial agent.
2. An EIN without the online tool. The IRS online application isn't available without an SSN or ITIN. International applicants can apply by phone, by fax (generally within 4 business days) or by mail (approximately 4 weeks). The EIN is free.
3. A plan for Form 5472. A U.S. single-member LLC wholly owned by a foreign person is treated as a reporting corporation. It files Form 5472 with a pro forma Form 1120 for any year it has a reportable transaction with a related party, and that includes money you put in or take out. The penalty for not filing is $25,000.

On official state fees, New Mexico is cheapest ($50 to form, no annual report). Wyoming is $100 plus at least $60 a year. Delaware is $110 plus $400 a year.

1. Read this first: Form 5472 and the $25,000 penalty

Here is what the IRS instructions for Form 5472 (revised 12/2024) say. VERIFIED IRS Instructions for Form 5472 ↗ (opens in a new tab), checked Oct 11, 2026.

Who it covers. A "foreign-owned U.S. DE is a domestic DE that is wholly owned by a foreign person," and the IRS counts it as a reporting corporation. The common example is a single-member LLC with a foreign owner that hasn't elected to be taxed as a corporation.

What you file. Form 5472, attached to a pro forma Form 1120. The 1120 carries only "the name and address of the foreign-owned U.S. DE and items B and E on the first page," with "Foreign-owned U.S. DE" written across the top. "If you are a foreign-owned U.S. DE, you cannot file Form 5472 electronically." You fax it to 855-887-7737 (300 DPI or higher) or mail it to the address in the instructions.

When it's due. With the Form 1120, by its due date including extensions. A corporation's return is generally due "by the 15th day of the 4th month after the end of its tax year," and an extension is requested on Form 7004 by the regular due date (IRS Instructions for Form 1120 (2025) ↗ (opens in a new tab), checked Oct 11, 2026). The DE "has the same tax year used by its owner for U.S. tax filing requirements or, if none, the calendar year." For a calendar year, that is April 15.

What triggers it. Revenue isn't the test. The filing is required when the DE has a reportable transaction with a related party, and you, the owner, are one. For a foreign-owned DE these include "amounts paid or received in connection with the formation, dissolution, acquisition, and disposition of the entity," "including contributions to, and distributions from, the entity." The usual small-filer exception doesn't help: "Exception 6 does not apply to foreign-owned U.S. DEs."

The penalty. "A penalty of $25,000 will be assessed on any reporting corporation that fails to file Form 5472 when due." If the failure continues more than 90 days after the IRS notifies you, an additional $25,000 applies "for each 30-day period (or part of a 30-day period) during which the failure continues after the 90-day period ends."

Records. "A reporting corporation must keep the permanent books of account or records as required by section 6001."

What this means for your decision. This duty is federal. It is the same in Wyoming, New Mexico, Delaware or any other state, so it shouldn't drive your state choice, but it should drive your budget. Before you form, get a written quote from a preparer who has filed pro forma 1120s for foreign-owned LLCs. We don't publish preparer prices because we haven't verified any.

2. Yes, you can form a U.S. LLC from abroad

The state LLC laws we checked don't require members or organizers to be U.S. residents. What they require is a registered agent with an in-state address who can accept legal papers:

• Wyoming: an individual agent must be 18 or older and reside in Wyoming, and the registered office must be a physical street address in the state (W.S. 17-28-101 ↗ (opens in a new tab)).
• New Mexico: the agent must be "an individual resident of New Mexico" or a qualifying entity, and the LLC must keep a registered office in the state (NMSA 53-19-5 ↗ (opens in a new tab)).
• Delaware: the LLC must keep a registered office and agent in Delaware (6 Del. C. §18-104 ↗ (opens in a new tab)).

Statutes checked Oct 7, 2026. If you have no home or office in the state, you'll hire a commercial registered agent. Almost every nonresident founder buys one.

3. Which state: Wyoming, New Mexico or Delaware

Official fee schedules and statutes, checked Oct 7, 2026; the Wyoming schedule (effective July 1, 2026) was re-read Oct 11, 2026.

*ESTIMATED Formation fee + 5 × the recurring charge, with Wyoming at the $60 minimum. A registered agent is extra in every state.

• New Mexico has the lowest official fees: $50 once, and its business portal says the annual report "requirement does not apply to limited liability companies." You still pay an agent every year.
• Wyoming costs $350 more than New Mexico over five cycles.
• Delaware costs $1,710 more than Wyoming over five cycles ($2,110 − $400). Founders raising money from U.S. investors often form there because investors ask for it. That's a business reason, not a cost one. More in Wyoming vs Delaware.

Forming in any of these states doesn't remove tax or registration duties in a state where you actually do business. If you'll have staff, an office or inventory in another state, ask a professional about that state first. Every state's fees: cost to start an LLC by state.

4. The U.S. address question

Three different addresses get confused:

A registered agent's address isn't automatically usable as your business mailing address. Check each provider's terms.

How we make money: Statutia has no affiliate relationships yet. Every provider link on this page is a plain link that earns us nothing. If that changes, commercial links will be labeled next to the link. Commissions will never change our rankings. Details.

Choosing an agent. Our registered agent comparison ranks providers by five-year cost, including renewals and cancellation terms. These are the options that matter most to a founder abroad (prices read on each provider's site Oct 11, 2026):

Whether a provider accepts non-U.S. customers, foreign addresses and foreign payment cards is shown on its own order page. Confirm before you buy.

Northwest's annual-report service is on by default. Northwest says: "When you sign up for our registered agent services, you'll automatically be enrolled in our renewal service," at "$100, plus state fees" per report, charged "about 90 days before your state's deadline" (Northwest annual-report page ↗ (opens in a new tab), checked Oct 11, 2026). It says you can cancel it at any time. In Wyoming you can file the $60-minimum report yourself; leave the service on and you pay $100 on top each year. New Mexico LLCs file no annual report.

See Northwest's formation packages (opens in a new tab) Plain link · we earn $0 · See Harbor's prepaid plans (opens in a new tab) Plain link · we earn $0

Affiliate note: we haven't confirmed whether any provider's affiliate program accepts customers outside the U.S., so these are plain links and we assume they earn us nothing on this page.

5. Getting an EIN without an SSN

From the IRS instructions for Form SS-4 (revised 12/2025). VERIFIED IRS Instructions for Form SS-4 ↗ (opens in a new tab), checked Oct 11, 2026.

Line 7b. The form asks for the responsible party's SSN or ITIN. If you don't have one and can't get one, enter "foreign" or N/A. The IRS says an entry is required.

• The EIN is free from the IRS. A service's "EIN add-on" charges for preparing and sending the form; it can't make the IRS faster than the times above.
• Banks and payment processors generally ask for the EIN, so apply as soon as the state approves your LLC. If you mail the form, the IRS advises completing it "at least 4 to 5 weeks before you will need an EIN."

6. Do you need an ITIN?

Not to form the LLC or get its EIN: line 7b accepts "foreign". The IRS issues an ITIN "for federal tax purposes only" to people who have a federal tax purpose and aren't eligible for an SSN. You apply with Form W-7, by mail or in person, and include the tax return in the application package. The IRS says to "Allow 7 weeks," and 9 to 11 weeks during tax season (January 15 to April 30) or if you apply from overseas (IRS ITIN page ↗ (opens in a new tab), last updated Oct 28, 2025, checked Oct 11, 2026).

Whether you need one depends on whether you have a U.S. filing requirement. That's a question for your preparer.

7. Banking from abroad

We haven't verified any bank's current onboarding rules, so we don't name banks. Before relying on one, read its own eligibility page and confirm:

• whether it accepts LLCs whose only owner lives outside the U.S., and which countries it excludes;
• whether identity checks can be done remotely or need a branch visit;
• which documents it wants (typically the state-stamped formation document, the IRS EIN confirmation, your passport and a business address);
• whether it accepts a registered agent's address as the business address.

8. Do it yourself, use a formation service, or buy a bundle?

Northwest formation prices from its /llc-formation page ↗ (opens in a new tab) ($49 / $149 / $199) and its /llc/formation page ↗ (opens in a new tab) ($39 / $139 / $199), both read Oct 11, 2026. Agent service renews at $125 a year after the first year, and the annual-report enrollment above applies.

We haven't verified the bundles' prices or terms, so we don't compare them. Ask any bundle seller whether its price includes Form 5472 and the pro forma 1120 every year, and what it charges if not. Every formation service we compare: best LLC formation services.

9. Your yearly calendar

BOI. FinCEN's final rule "became effective on August 14, 2026," and FinCEN says "U.S. companies are exempt from BOI reporting requirements and therefore, are no longer required to file BOI reports" (FinCEN BOI page ↗ (opens in a new tab), checked Oct 11, 2026). VERIFIED An LLC formed under a U.S. state's law is a U.S. company even when its owner is foreign. Companies formed under foreign law that register to do business in a U.S. state are still reporting companies and file within 30 days of registration. REPORTED FinCEN's current alert doesn't restate that part; it comes from FinCEN's earlier guidance on the same page and law-firm summaries of the final rule (Mayer Brown, Aug 20, 2026 ↗ (opens in a new tab)).

Our deadline tool works out your next state due date. Got a letter demanding a BOI or "compliance" fee? Check it in Letter Check first.

10. Questions for your preparer

These depend on your facts, so we don't answer them. This is general information, not tax or legal advice.

• Did my LLC have a reportable transaction with me this year (money in, money out, expenses I paid for it)? Do I need to file Form 5472?
• Does my LLC have income effectively connected with a U.S. trade or business, and do I owe U.S. income tax on it?
• Does my country's tax treaty with the U.S., if there is one, change that answer?
• Do I need to file a personal U.S. return, and therefore an ITIN?
• Which form do I give payment processors and clients (for example a W-8 or W-9), and in whose name?
• Should the LLC elect to be taxed as a corporation, and what would change?
• Does working with customers or contractors in a particular state create a filing duty there?

Ask for a written quote that names Form 5472 and the pro forma 1120.

Common questions

Can a non-U.S. resident own 100% of a U.S. LLC?

Yes. The state laws we checked don't require members to be U.S. residents. You need an in-state registered agent.

How long does an EIN take for a foreign owner?

By the IRS's own estimates: generally within 4 business days by fax and approximately 4 weeks by mail. International applicants can also apply by phone at 267-941-1099, and the representative assigns the EIN during the call.

Does a foreign-owned single-member LLC file Form 5472 every year?

For each year it has a reportable transaction with a related party, including contributions and distributions. Exception 6 doesn't apply to foreign-owned U.S. DEs. The penalty for failing to file when required is $25,000. Whether your year had a reportable transaction is a question for your preparer.

Does my foreign-owned U.S. LLC need to file a BOI report?

No. Under FinCEN's final rule, effective August 14, 2026, U.S. companies are exempt. Companies formed abroad and registered in a U.S. state still report.

Which state is cheapest?

On official state fees, New Mexico: $50 to form and no annual report. Over five cycles: New Mexico $50, Wyoming $400, Delaware $2,110, plus a registered agent in each case.

Do I need to visit the U.S.?

Not to form the LLC or get an EIN. Some banks want an in-person visit; check the bank.

How we checked this page

We read the IRS Instructions for Form 5472 (Rev. 12/2024), Form SS-4 (Rev. 12/2025) and Form 1120 (2025), the IRS ITIN page and fincen.gov/boi on Oct 11, 2026. State fees come from Statutia's official-source dataset (checked Oct 7, 2026; Wyoming re-read Oct 11). Provider prices were read on each provider's own pages on Oct 11, 2026. We didn't form an LLC or apply for an EIN for this page, IRS processing times are the IRS's estimates, and we didn't verify any bank's policies. See our methodology. Found an error? Tell us.

How we make money: Statutia has no affiliate relationships yet. Every provider link on this page is a plain link that earns us nothing. If that changes, commercial links will be labeled next to the link. Commissions will never change our rankings. Details.