Opening a company in the US as a foreigner is simpler than it seems, but requires meeting a series of specific requirements. Knowing them before starting the process avoids errors that can delay the incorporation by weeks or even months.
Who can open a company in the United States?
Virtually anyone over legal age, regardless of their nationality, can incorporate an LLC in most US states. No visa, residency in the country, American partners, or physical presence is required. The process can be completed entirely remotely from any country in the world.
This accessibility is one of the great advantages of the American business system: the legal framework doesn’t discriminate by geographic origin and treats foreign founders with the same rights as nationals in most operational aspects. The only relevant exceptions are in regulated sectors (media, air transport, banking) where restrictions for foreign owners may apply.
Basic requirements
State selection
The first step is to decide in which state the LLC will be incorporated. Although once incorporated you can operate in any state (through foreign qualification), the state of registration determines the annual fees, reporting obligations, level of privacy, and internally applicable legislation.
Delaware is the most popular for its advanced business legislation and its specialized courts for commercial disputes (Court of Chancery). Wyoming stands out for its low fees, absence of state income tax, high privacy, and anonymity for partners. Florida and Nevada are also common options for non-residents. The choice should be made based on the type of business, the need for privacy, and annual maintenance costs.
Company name
The name of the LLC must include the designation “Limited Liability Company” or its abbreviations (LLC, L.L.C.) and cannot coincide with or be confusingly similar to that of another company already registered in that state. Name availability can be verified online at the corresponding state registry before proceeding.
It’s also advisable to check whether the name is available as a web domain and to review possible conflicts with trademarks registered at federal level in the USPTO (United States Patent and Trademark Office) database, especially if operating in multiple states or in international markets.
Registered Agent
Every LLC must designate a Registered Agent in the state of incorporation: a natural person or authorized company to receive legal notifications, lawsuits, and official government documents on behalf of the company. This agent must have a physical address (not a PO box) in the state of registration.
For non-residents without a US address, this requirement is met by contracting a professional Registered Agent service. The annual cost usually ranges from $50 to $150 depending on the provider and the state. There are numerous online services that offer this along with management of the incorporation process.
Required documentation
The main founding document is the Articles of Organization (Certificate of Formation in some states), which is submitted to the Secretary of State of the chosen state. This document includes the name of the LLC, the state of incorporation, and the Registered Agent’s details. In many states it can be submitted online.
Although not mandatory in all states, it is highly advisable to also draft an Operating Agreement, especially for LLCs with several partners. This document regulates internal operations: profit distribution, voting rights, partner entry and exit rules, and procedures for conflicts.
Tax requirements for a company in the United States
Once the LLC is incorporated, the most important immediate step is to obtain the Employer Identification Number (EIN) from the IRS. The EIN is the American equivalent of the Spanish NIF and is essential for opening a corporate bank account, hiring employees, submitting tax returns, and working with platforms like Stripe, Amazon, or PayPal Business.
For non-residents without a US Social Security number or ITIN, the EIN is applied for by fax or mail to the IRS (it cannot be done online). The process can take between four and eight weeks. There are specialized services that process the EIN for non-residents more quickly.
Additionally, depending on the activity and income generated in the US, it may be necessary to submit federal tax returns (Form 1065 for Multi-Member LLCs, Form 5472 for LLCs with foreign owners) and state returns. Consulting with an American CPA (Certified Public Accountant) before starting operations is a worthwhile investment.
Common errors when registering a company in the USA
These are some of the most common errors made by foreign entrepreneurs when incorporating an LLC:
- Choosing the state of incorporation based on popularity without analyzing whether it fits the specific business. Delaware is excellent for many cases, but not for all.
- Not drafting an Operating Agreement, trusting the state’s default rules, which may not reflect what the partners actually want.
- Assuming the LLC has no tax obligations in the US for being a transparent entity, without considering the reporting obligations for foreign owners.
- Mixing personal finances with company finances, which can compromise limited liability protection.
- Not updating the register when there are changes in the corporate structure or in the Registered Agent’s information.
What to do after incorporating an LLC?
After incorporation, the immediate steps include obtaining the EIN, drafting or signing the Operating Agreement, opening a corporate bank account in the US, and if applicable, registering the company as a foreign LLC in the states where it will operate physically.
It is also important to plan accounting from day one, establish a clear system for separating personal finances from business finances, and know the annual renewal obligations (Annual Report) of the state of incorporation. In Delaware, for example, the Annual Franchise Tax is due on June 1st each year; in Wyoming, on the anniversary of the incorporation.
A well-managed LLC from the start is a solid foundation for business growth. The first months are the most important for establishing good operational and compliance habits that avoid problems in the future.