Forming a U.S. LLC as a Non-Resident: What You Need to Know

You are a freelance developer in Paris, an independent consultant in Lyon or an e-commerce seller based in Bordeaux, and your American clients keep asking for local invoicing. The same question always comes up: can you really form an LLC in the United States as a non-resident, with no visa, no Green Card, without ever setting foot on American soil? The answer is yes. Federal law and the laws of most U.S. states impose no nationality or residency requirement to become a member of a Limited Liability Company.

That legal openness does not remove the need for rigorous preparation. The choice of the state of incorporation, the tax regime applicable on both the American and the French side, the appointment of a Registered Agent, opening a bank account remotely: every step has its pitfalls. Romain Waiss-Moreau, whose transatlantic Paris and New York practice covers precisely these matters, sets out below the legal framework you need to master before signing a single form.

Can a non-resident really form an LLC in the United States?

The answer is yes, without reservation. No U.S. state requires the members of a Limited Liability Company to be citizens, permanent residents or visa holders. You can own 100% of the membership interests from Paris, Lyon or Bordeaux, sign the Articles of Organization electronically and run the company remotely. No physical travel to the United States is required, either for formation or for day-to-day management.

The formation file remains light:

• A valid passport.
• Proof of personal address (utility bill, tax notice).
• A Registered Agent address within the territory, depending on the chosen state.

The subsequent application for an Employer Identification Number (EIN) with the IRS is made on Form SS-4, without a Social Security Number. The company legally exists as soon as it is registered by the competent Secretary of State.

One structural distinction must be drawn from the outset: owning an LLC does not entitle you to work there physically. The status of owner (holding membership interests, receiving distributions, signing contracts remotely) is a matter of corporate law. Carrying out operational activity on American soil (physical presence, employment, on-site services) is a matter of immigration law and requires an appropriate visa. Confusing the two exposes you to being turned away at the border and to a tax risk on Effectively Connected Income. Romain Waiss-Moreau structures these matters by strictly separating ownership from operational presence.

Which state should you choose to form your LLC?

All fifty U.S. states allow a non-resident to form an LLC, but four jurisdictions concentrate most of the structures set up from Europe: Delaware, Wyoming, Florida and New Mexico. The choice turns on four criteria: formation costs and annual fees, state taxation, the level of confidentiality afforded to beneficial owners, and how the entity is perceived by counterparties (banks, investors, payment platforms).

The reading grid is as follows. Wyoming dominates on the cost-confidentiality pairing, making it the default choice for a holding vehicle or a modest digital business. Delaware remains the market standard as soon as a fundraising round, the entry of American investors or a future sale is contemplated, thanks to the maturity of its Court of Chancery. Florida is the natural fit for local operating activity (real estate, retail, on-site services). New Mexico remains a niche choice, penalized by its state taxation. Romain Waiss-Moreau weighs this choice case by case, cross-referencing the corporate purpose, the financing strategy and the tax residency of the members. Official fee schedules are published by each Secretary of State, including Delaware's.

What are the concrete steps to form an LLC?

Forming an LLC follows a stable procedural sequence from one state to another, with variations in fees and timelines. For a non-resident, the sensitive point remains obtaining the Employer Identification Number from the Internal Revenue Service, which conditions both bank account opening and tax compliance.

1. Choosing the name and checking availability: a search of the database of the Secretary of State of the chosen state. The name must include the words "LLC" or "Limited Liability Company". Timeline: immediate.
2. Appointing the Registered Agent: a mandatory prior engagement with a physical address in the state. Expect 50 to 300 USD per year.
3. Filing the Articles of Organization with the Secretary of State. Standard processing: 3 to 10 business days, or 24 hours under expedited procedure for an additional fee.
4. Drafting the Operating Agreement: an internal document that is not filed, setting out governance, the allocation of membership interests and exit rules. A decisive document in the event of a dispute between members.
5. Obtaining the EIN from the IRS via Form SS-4. Without an SSN or ITIN, the application is submitted by fax or mail to the international unit: expect 4 to 8 weeks.
6. Possible filing of the Beneficial Ownership Information report with FinCEN: since March 2025, the obligation arising from the Corporate Transparency Act has been narrowed to foreign entities registered in the United States; LLCs formed by non-residents are in principle covered, but applicability must be verified case by case before any filing.

An LLC formed by a non-resident is therefore operational within 6 to 10 weeks, with the EIN as the bottleneck. Romain Waiss-Moreau coordinates the entire sequence from Paris.

Why is the Registered Agent mandatory?

The Registered Agent is the individual or entity appointed to receive, on behalf of the LLC, all official notifications: service of process, IRS correspondence, franchise tax reminders, administrative decisions of the Secretary of State. Its appointment conditions the very existence of the company. Each state's formation statutes (Delaware General Corporation Law, Wyoming LLC Act, Texas Business Organizations Code) require this appointment at the time the Articles of Organization are filed, and its continuous maintenance throughout the life of the LLC.

The agent must have a genuine physical address in the state of formation, accessible during business hours. A P.O. box is excluded. For a non-resident, using a professional provider is the only workable route. Fees range from 100 to 300 USD per year, with additional services (mail scanning, electronic forwarding, compliance alerts) billed separately. Choosing a reliable provider rests on three criteria:

• Track record in the chosen state.
• Quality of mail forwarding (within 24 hours).
• Ability to handle annual franchise tax renewals under the federal framework applicable to LLCs.

Appointing a Registered Agent is a continuing legal obligation. Its absence, or the loss of contact with it, leads to the administrative dissolution of the LLC by the Secretary of State, the loss of asset protection and the risk of default judgments entered for lack of received notice.

How is an LLC owned by a non-resident taxed?

By default, the LLC is a fiscally transparent (pass-through) entity under U.S. federal law: it pays no corporate income tax, and its profits are deemed earned directly by its owner. For a non-resident holding a Single-Member LLC with no effective commercial activity in the United States (Effectively Connected Trade or Business, ETBUS) and no U.S.-source income, the consequence is clear: no U.S. federal tax is due, but reporting obligations remain, in particular the annual filing of Form 5472 together with a pro forma 1120 with the IRS. Conversely, an LLC carrying on an effective activity on American soil becomes taxable in the United States on the income attributable to it.

On the French side, the tax treaty of August 31, 1994 between France and the United States allocates taxing rights and neutralizes double taxation. A French tax resident must report the income derived from the LLC in France, and the French tax authorities may take a different view of the U.S. pass-through treatment. Romain Waiss-Moreau advises upstream on transatlantic tax structuring to secure this treatment.

How do you open a U.S. bank account remotely?

Opening a bank account is often the trickiest step for the non-resident owner. Traditional American banks (Chase, Bank of America, Wells Fargo) apply strict Know Your Customer procedures derived from the Bank Secrecy Act and, in almost every case, require the beneficial owner to appear in person at a branch, with identification, proof of a U.S. address and the LLC's full corporate documents.

Faced with this constraint, several neobanks have positioned themselves to serve LLCs owned by non-residents. Opening conditions vary, but the required file remains consistent:

• the EIN issued by the IRS (Form SS-4);
• the Articles of Organization stamped by the Secretary of State of the state of formation;
• the signed Operating Agreement, identifying the members and their respective interests;
• the valid passport of the owner and, where applicable, of the beneficial owners;
• proof of personal address outside the United States.

Two pitfalls cause most rejections: an inconsistency between the address declared to the IRS and the one appearing in the formation documents, and a poorly drafted Operating Agreement on beneficial ownership. Romain Waiss-Moreau prepares the banking file upstream, consistently with the chosen tax structuring, so that the institution receives a compliant documentary package from the very first submission.

What to keep in mind before getting started

Forming a U.S. LLC as a non-resident is legally accessible, but it does not boil down to filing formation documents online. The choice of state (Delaware, Wyoming, Florida) must follow the logic of your business, not a trend; the Registered Agent conditions the regularity of the structure; and taxation imposes annual reporting discipline, Forms 5472 and 1120 included, even in the absence of any revenue. Every poorly calibrated step ultimately translates into a remediation cost far higher than that of careful initial structuring.

Romain Waiss-Moreau advises on the entire setup: tax qualification of the activity, drafting of the Operating Agreement, coordination with French tax residency and preparation of the banking file. To structure your project within a secure legal framework, contact Romain Waiss-Moreau to learn more.

Can a non-resident be the sole member of a U.S. LLC?

Yes. No provision of federal law or of the main states of formation (Delaware, Wyoming, Florida) requires a member of a Limited Liability Company to be a U.S. citizen or resident. A Single-Member LLC owned by a non-resident is valid, provided a Registered Agent domiciled in the state of formation is appointed and the federal reporting obligations are met, in particular Form 5472 coupled with the pro forma 1120.

Do you need an American Social Security Number to obtain an EIN?

No. A Social Security Number is not required. The non-resident files Form SS-4 with the IRS, leaving the SSN/ITIN box blank and writing "Foreign". The application is submitted by fax or mail, with a processing time of four to eight weeks. The Employer Identification Number thus obtained then makes it possible to open a bank account, sign commercial contracts and meet annual reporting obligations.

Must a U.S. LLC owned from France be reported to the French tax authorities?

Yes. The holding of LLC interests by a French tax resident triggers several obligations:

• Reporting of foreign bank accounts (French form 3916).
• Reporting of income received.
• Tax characterization of the structure under the French-American tax treaty of August 31, 1994.

Depending on the chosen configuration, the LLC will be treated as transparent or opaque, with distinct consequences for taxation and the elimination of double taxation.

What happens if Form 5472 is not filed?

Failing to file Form 5472, or filing it late, exposes the LLC to a fixed penalty of 25,000 dollars per fiscal year, applicable even when the company has conducted no transactions. This sanction comes on top of any reassessments related to unreported intra-group transactions. Remediation is possible through the delinquent information return procedures, but it requires a showing of good faith and a solid technical file that Romain Waiss-Moreau builds case by case.