Company setup

Forming a US LLC from abroad

An LLC is formed in one state, not in the country. What that choice changes, how you get an EIN without a US tax number and what a foreign-owned LLC has to file.

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Formed at: State level. There is no federal LLC
Common structure: Limited liability company (LLC)
Tax number: An EIN from the IRS, also without a US tax number of your own
Every year: A state report or tax, and Form 5472 for a foreign-owned single-member LLC in a year with reportable transactions

What a US LLC is, and what it is not.

An LLC is a business structure created under state law. You form it in one state and that state decides what goes into the filing, what becomes public and what is due each year.

For federal tax the IRS looks through it by default. An LLC with one member is treated as an entity disregarded as separate from its owner. An LLC with at least two members is classified as a partnership. A different classification can be elected.

Whether a foreign owner pays US tax depends on the income, not on the LLC. The IRS generally taxes income that is effectively connected with a US trade or business at graduated rates, and certain US-source income at a flat 30 percent or a lower treaty rate.

Whether your business counts as a US trade or business is a question of facts. It is the question to answer before the company is formed, not after.

The state is the first choice.

The differences below come from each state's own law and forms. They concern the filing and the yearly duty, not federal tax, which is the same in every state.

Delaware LLC

The certificate of formation states the company name, the registered office and the registered agent in Delaware. The statute does not ask for members or managers to be named. There is no annual report, but an annual tax is due on or before 1 June.

Wyoming LLC

The articles of organization ask for the name, a registered agent with a physical Wyoming address, the company's addresses and the signature of an organizer. The form has no field for members. Everything on the filing is public, and an annual report is due every year.

New Mexico LLC

Formed under New Mexico's Limited Liability Company Act. All business filings with the Secretary of State are made online. How it compares with Delaware and Wyoming for your case is part of the first call.

Corporation

A legal entity separate from its owners that pays income tax on its own profits. It follows different rules from an LLC. In Delaware a corporation files an annual report and pays franchise tax on or before 1 March.

From choice of state to bank account.

Choose the state

The state sets the public record and the yearly duty. Neither state office advises you on what to form: Delaware's states that it does not provide legal advice, Wyoming's that it cannot give legal, tax or financial advice.
Name and registered agent

The name has to carry Limited Liability Company or an accepted abbreviation such as LLC. Delaware and Wyoming both require a registered agent with a physical address in the state.
File the formation document

A certificate of formation in Delaware, articles of organization in Wyoming. Wyoming states that a company filed online is active as soon as the online filing is completed, and that paper filings take no longer than fifteen business days.
Operating agreement

The agreement between the members on how the company is run. In Delaware it may be written, oral or implied. The US Small Business Administration notes that it is widely recommended to have one, even where a state does not require it.
Apply for the EIN

The IRS advises forming the company with the state first. The online application asks for a US tax number. A responsible party who has none and cannot get one applies with Form SS-4 by phone, fax or mail.
Open the bank account

A separate step, and the bank decides. Banks commonly ask for the EIN, the formation documents and the ownership agreements, and they collect beneficial ownership information from the company.

What the company owes every year.

A US LLC with a foreign owner can have no US tax to pay and still have a federal filing to make. These are the duties that come back.

Delaware LLC	Annual tax due on or before 1 June. No annual report
Wyoming LLC	Annual report due on the first day of the anniversary month of formation. Unpaid 60 days after the due date, the company is subject to dissolution
Registered agent	Has to be kept in place in the state for as long as the company exists
Foreign-owned single-member LLC	For a year with a reportable transaction with a related party: a pro forma Form 1120 with Form 5472 attached, by the due date of Form 1120 including extensions. It cannot be filed electronically
Not filing Form 5472	A penalty of USD 25,000 for each tax year in which the failure occurs
Change of responsible party	Reported to the IRS within 60 days on Form 8822-B
Beneficial ownership report to FinCEN	Not required for companies formed in the United States. FinCEN exempted them in March 2025 and made that permanent with a final rule in effect since 14 August 2026. Only entities formed under foreign law and registered to do business in a US state or Tribal jurisdiction report

Where Lumea comes in.

Lumea Finance sets up the LLC with you and keeps its books afterwards, so the state filing, the EIN and the yearly paperwork are planned as one file from the first day.

Many of our clients run entities outside the UAE. A US LLC next to a UAE company is a combination we know, with the yearly filings on both sides in one calendar.

It starts with a call about your business and where you live. If this jurisdiction is not the right fit for you, we say so.

Common questions.

Can someone who lives outside the United States own a US LLC?

Yes. The IRS notes that most states do not restrict ownership and lists foreign entities among the possible members of an LLC. Neither the Delaware statute nor the Wyoming formation form asks for a US resident.

Do I need a Social Security number or ITIN to get an EIN?

No. The instructions for Form SS-4 cover a responsible party who has no SSN or ITIN and cannot get one. The online application is closed in that case, so the application goes by phone, fax or mail.

Does my name appear on the public record?

It depends on the state. The Delaware statute does not require members or managers to be named in the certificate of formation. The Wyoming form has no field for members, but everything that is filed there is public, including the organizer's signature.

Does a foreign-owned LLC pay US tax?

It depends on the income. The IRS generally taxes income effectively connected with a US trade or business at graduated rates, and certain US-source income at 30 percent or a lower treaty rate. Whether a specific business is engaged in a US trade or business is decided case by case.

If the LLC owes no US tax, does it still have to file?

Often, yes. A foreign-owned LLC with a single member has no income tax return of its own, but for every year in which it had a reportable transaction with a related party it files a pro forma Form 1120 with Form 5472 attached. The penalty for not filing is USD 25,000 per tax year, with a further penalty when the failure continues after a notice from the IRS.

Do I have to report the owners to FinCEN?

Not for a company formed in the United States. FinCEN exempted US companies in March 2025 and made that permanent with a final rule in effect since 14 August 2026. Only entities formed under foreign law and registered to do business in a US state or Tribal jurisdiction are reporting companies. Banks still collect ownership information when you open an account.