Formation

How to form a US LLC as a non-resident

By the Atiko team · Last reviewed October 2026

A limited liability company is the structure most often used by founders who live outside the United States and want an American company behind their online store. The law allows it plainly. A non-US resident can own an LLC without a visa, without a Social Security number and without traveling, because the filing is made remotely with a state.

What takes care is the sequence. Each step produces a document that the next step depends on, and several of the decisions that follow formation belong to a state, the IRS, a bank or a payment provider. This guide explains the mechanism in the order you will meet it, and marks clearly where the outcome is decided by someone other than you or us.

What an LLC is and why ownership is open to non-residents

An LLC is a legal entity created under the law of one US state. It exists separately from its owners, who are called members, and it can sign contracts, hold bank accounts and own a store in its own name. The limited liability in the name refers to this separation. In most cases the obligations of the company stay with the company.

State LLC statutes place no citizenship or residency condition on members. This is why a founder in another country can be the sole owner of a Wyoming, Delaware or New Mexico LLC. The comparison that often causes confusion is the S Corporation, which is a tax election limited to shareholders who are US citizens or residents. That restriction concerns the election and has no bearing on who may own an LLC.

Decisions to make before anything is filed

A formation file is short, but each field has consequences later. The company name must be available in the chosen state and should match the name you intend to show to banks and payment providers. The ownership must be settled, because a single-member LLC and a multi-member LLC are treated differently for federal tax purposes. The state must be chosen, and that choice is yours.

• The company name and one or two alternatives
• The state of formation
• The members and their ownership percentages
• Whether the company is managed by its members or by appointed managers
• A passport and proof of residential address for each owner

The registered agent requirement

Every state requires an LLC to keep a registered agent. This is a person or business with a physical address in the state of formation who is available during business hours to receive official and legal mail on behalf of the company. State notices, annual report reminders and any service of legal process are delivered there.

For a founder abroad, the registered agent is the company’s fixed point of contact with the state. The agent must be named in the formation document, so it has to be in place before filing. It must also be maintained for as long as the company exists. If the agent lapses, the state can treat the company as out of good standing, which in turn can cause difficulties with banks and payment providers.

Filing the Articles of Organization

The LLC comes into existence when the state accepts its Articles of Organization. Some states use a slightly different title for this document, but the content is similar everywhere. It states the company name, the registered agent and its address, and a small number of other details that vary by state. The filing is submitted to the Secretary of State or equivalent office, usually online.

Once the state approves the filing, it returns a stamped or certified copy. This is the company’s founding document, and banks and payment providers will ask for it. At Atiko, a company is typically formed within 24 hours of a complete file, although processing time depends on the state and is outside our control. Government fees are set by the state, are the same whoever files, and are shown separately from Atiko’s own fee.

The operating agreement

The operating agreement is the internal contract of the LLC. It records who the members are, what each one owns, how decisions are made, how profits are distributed and what happens if a member leaves. In most states it is kept by the company and is not filed with the state, which is why founders sometimes underestimate it.

In practice it is one of the most requested documents after formation. A bank reviewing a foreign-owned LLC wants to see, in a signed document, who owns the company and who has authority to act for it. A single-member LLC needs one as well, because it shows that the company is a distinct entity with its own rules. Questions about specific clauses are a matter for a licensed attorney.

Obtaining the EIN

The Employer Identification Number is the company’s federal tax ID, issued by the IRS on the basis of Form SS-4. It is required to open a US business bank account, to apply to Stripe or Shopify Payments, and to file federal returns. It can only be requested once the LLC exists, because the form asks for the legal name and formation details.

The IRS online application requires the responsible party to have a Social Security number or an ITIN. A founder without either applies by fax or by mail, and international applicants may also apply by phone. The number is issued by the IRS on its own schedule, which ranges from several days to a few weeks. Bank and payment applications generally wait for it.

Bank account and payment processing

With the Articles of Organization, the operating agreement and the EIN in hand, the company can apply for a US business account. Several types of US business accounts can be opened remotely by non-resident owners. Each institution runs its own review of the company, its owners and its activity, and each one decides whether to open the account. Accounts typically open within a week of applying, without any guarantee.

Stripe and Shopify Payments are available to US companies, subject to each provider’s own verification. They check the company, the people behind it, the bank account and the store itself, including contact details, the refund and returns policy, shipping information, terms and the privacy policy. Requirements for the account representative vary and change. You are always the owner, the applicant and the account holder. Atiko prepares the applications with you and never holds your funds.

Federal tax treatment and the yearly filing most founders miss

By default an LLC is taxed on a pass-through basis. The company itself does not pay federal income tax. Its results are attributed to its members, and what a non-resident member owes in the United States depends on facts such as where the business is actually carried on. That analysis belongs to an independent licensed tax professional, and it also interacts with the tax rules of your country of residence.

One obligation applies regardless of whether any tax is due. A foreign-owned single-member LLC generally must file Form 5472 together with a pro forma Form 1120 every year, reporting transactions between the company and its owner. The penalty for not filing starts at $25,000. Many founders learn of this form only after a deadline has passed, so it is worth placing on the calendar from the first day.

Keeping the company in good standing

Formation is a single event, while compliance repeats every year. The state side depends on where the company was formed. A Delaware LLC pays a flat annual tax of $400. A Wyoming LLC files an annual report with a minimum fee of $60. A New Mexico LLC has no annual report requirement. In every state the registered agent must remain in place.