Forming a US LLC as a Non-US Resident: Wyoming, Delaware and What Actually Matters

The United States allows non-residents to form Limited Liability Companies (LLCs) in any state without setting foot in the country. This has made US LLC formation a popular structure for international founders who want US banking, Stripe access, US-entity credibility with clients, or simply a company in the world's largest economy.

The actual formation is straightforward. The complexity lives in the tax reporting obligations — which are real, ongoing, and ignored at genuine risk.

Why a US LLC

The reasons non-resident founders pursue a US LLC:

Stripe access: Stripe's full product suite is available to US entities. Many founders who can't use Stripe in their home country form a US LLC to access it. (Note: Stripe now also supports entities in many more countries — check current availability before forming purely for this reason.)

US client credibility: Some US clients prefer — or require — paying a US entity. A US LLC with a US bank account simplifies accounts payable for them.

US banking: US business bank accounts can be opened by US LLCs even with non-resident owners (with effort — more on this below).

Favourable LLC structure: LLCs offer pass-through taxation (by default, the LLC itself doesn't pay US federal tax — income passes to the owners), liability protection, and flexible management structure.

PayPal, Braintree, and other US-only payment services: Some payment processors are only available to US entities.

Choosing a State: Wyoming vs Delaware

The two most popular states for non-resident LLC formation are Wyoming and Delaware. They're both popular for different reasons.

Wyoming LLC:

Annual fee: $60 (very low)
No state income tax
Strong privacy protections — Wyoming does not publicly list member (owner) names in state records
No operating agreement requirement (though you should have one)
Straightforward to maintain
Fewer service providers and legal resources than Delaware, but sufficient for most SMBs

Delaware LLC:

Annual franchise tax: $300 minimum (can be higher depending on authorised shares)
No state income tax for LLCs that don't operate in Delaware
The preferred choice for venture-funded startups — Delaware's Court of Chancery has sophisticated corporate law, and VCs expect Delaware entities
Massive ecosystem of legal service providers, attorneys, and formation agents
More complex ongoing compliance than Wyoming

For most non-resident founders without VC ambitions, Wyoming is the better choice: cheaper to form, cheaper to maintain, better privacy, and simpler to run. If you're planning to raise US venture capital, Delaware is the expected structure.

The Formation Process

Step 1: Choose a registered agent

Every US LLC must have a registered agent in the state of formation — a person or company with a physical address in that state who can receive official correspondence and legal documents on behalf of the LLC.

Non-residents can't be their own registered agent (you need a physical US address). Services cost $49–300/year. Providers: Northwest Registered Agent, Registered Agents Inc, National Registered Agents.

Step 2: File Articles of Organization

File with the state (Secretary of State's office). For Wyoming, this is done online. Information required:

LLC name (must include "LLC" or "L.L.C.")
Registered agent name and address
Principal business address (can be your actual address, even if outside the US)
Names of organizer(s)

Wyoming filing fee: $100. Processing is typically same-day to 3 business days.

Step 3: Get an EIN

An Employer Identification Number (EIN) is the US equivalent of a company tax number. You need it for banking, tax filing, and many service signups.

US residents get an EIN by applying online (immediate). Non-residents must apply by fax or phone (the online system rejects non-US SSN applicants).

By fax: Fax Form SS-4 to the IRS. Processing: 4–6 weeks. Yes, you have to fax the US IRS in 2022.

By phone: Call the IRS Business & Specialty Tax Line (1-800-829-4933). International calls: +1 267-941-1099. The IRS representative can issue an EIN immediately over the phone. Be prepared for hold times.

Via a service: Formation agents and EIN services can obtain an EIN on your behalf for a fee ($50–150). They call or fax on your behalf and pass the EIN to you. Faster if you don't want to navigate the IRS phone system from abroad.

Step 4: Draft an Operating Agreement

Not legally required in most states but strongly recommended. This document establishes:

Who owns the LLC and in what percentages
How decisions are made
What happens if a member wants to exit
How profits and losses are allocated

Without one, state default rules apply, which may not match your intentions.

Opening a US Bank Account

This is the hardest part for non-residents. Traditional US banks (Chase, Bank of America, Wells Fargo) require you to appear in person at a US branch with your documents. This is a real barrier.

Alternatives:

Mercury: Digital bank specifically targeting startups. Non-resident founders can apply, though approval is not guaranteed. Requires LLC documents (Articles of Organization), EIN, and personal ID. Mercury is the most commonly used option for non-resident LLC founders. No monthly fees, good API, integrates well with Stripe and Braintree.

Relay: Similar to Mercury, startup-focused, accepts non-resident applications.

Wise Business: If US banking specifically isn't essential, Wise Business provides US account details (routing and account number) without a full US banking relationship. Useful for receiving ACH transfers and Stripe payouts.

Brex: Corporate cards and banking for startups, sometimes accessible to non-residents but has fluctuated in policy.

The landscape changes frequently — check current policies before applying.

The Critical Tax Obligations

This is where many non-resident founders fall down. The LLC itself may not owe US federal income tax (pass-through structure), but the reporting obligations are real.

Form 5472 + Form 1120: A single-member LLC owned by a foreign person is classified as a "disregarded entity" but is still required to file Form 5472 (information return of a 25% foreign-owned US corporation) attached to a pro-forma Form 1120. Filing deadline: the 15th day of the 4th month after the tax year ends (April 15 for a calendar year). The penalty for failure to file is $25,000 per form per year. This is not a minor compliance item.

Form 1040-NR: If the LLC has US-source income effectively connected to a US trade or business, the foreign owner may need to file a US individual non-resident tax return.

State tax: Depending on the state the LLC is formed in and where it operates, state-level tax obligations may exist.

Home country reporting: Depending on where you're tax resident, your home country may require disclosure of foreign entity ownership and may tax the LLC's profits in your hands (under CFC rules or similar).

FBAR / FinCEN 114: If you have US bank accounts with balances exceeding $10,000 at any point in the year, FBAR filing is required.

Bottom line: engage a US tax professional familiar with non-resident LLC ownership before your first tax year ends. The formation is simple. The compliance is not something to DIY.

Practical Cost Summary

Item	Cost
Wyoming Articles of Organization	$100
Registered agent (annual)	$49–150/year
EIN (DIY)	Free
EIN (via service)	$50–150
Operating agreement	$0 (template) to $500+ (attorney-drafted)
Mercury bank account	Free
US accountant (annual compliance)	$500–2,000/year
Form 5472 filing (if via accountant)	Included or extra

First year total: approximately $700–2,500 depending on accountant and service choices.

Is It Worth It?

For founders who specifically need US Stripe access, US banking, or US client payment relationships — yes, a Wyoming LLC is a legitimate and cost-effective structure.

For founders who don't have a concrete reason for a US entity, the compliance overhead (especially the Form 5472 penalty exposure) may not be worth it. Evaluate whether your actual business need requires a US entity or whether the same goal can be achieved through a UK Ltd, an EU entity, or your home country company with Wise Business.

The US LLC is a useful tool. It's not universally the right one.