Americas · Company formation
Company formation in United States
An operating or holding vehicle for the US market. Choose a Delaware C-corp for venture fundraising, or a Wyoming LLC for a low-cost holding company with light disclosure requirements.
At a glance
- Entity
- Limited Liability Company (LLC) — usually a Delaware or Wyoming LLC; a Delaware C-corporation (Inc.) is the standard vehicle where venture fundraising is intended.
- Corporate tax
- Federal C-corp: flat 21%. An LLC is pass-through by default — no entity-level tax, profits taxed in the members' hands. Neither Delaware nor Wyoming levies state corporate income tax on income earned outside the state, and Wyoming has no corporate income tax at all (as of 2026).
- Incorporation time
- ~1–3 business days online (same-day and 1-hour expedite available in Delaware); ~24 hours in Wyoming.
- Minimum capital
- None.
- Resident director
- Not required — no US-residency requirement for members, directors, officers or shareholders.
- Audit
- Not required — no statutory audit for a private LLC or corporation.
- Remote set-up
- Yes, fully remote — no in-person or notarial step; a registered agent handles the state filing.
- Government fee
- Delaware LLC ~USD 110 to file the Certificate of Formation (USD 90 base plus surcharge); Wyoming LLC USD 100 (Articles of Organization); Delaware C-corp from ~USD 89. State filing only — registered-agent fee is extra.
- Best for
- An operating or holding vehicle for the US market. Choose a Delaware C-corp for venture fundraising, or a Wyoming LLC for a low-cost holding company with light disclosure requirements.
The process
- Choose the state and entity (e.g. Delaware LLC or C-corp, or Wyoming LLC) and clear/reserve the company name.
- Appoint a registered agent with a physical in-state address — mandatory in the state of formation.
- File the Certificate of Formation (LLC) or Certificate of Incorporation (corporation) with the Secretary of State / Division of Corporations and pay the state fee.
- Adopt the operating agreement (LLC) or bylaws and issue shares (corporation).
- Obtain a federal Employer Identification Number (EIN) from the IRS — foreign owners without an SSN apply on Form SS-4.
- Open a US bank or EMI account and register for any applicable state, sales or franchise taxes.
What can go wrong
- Beneficial ownership: under FinCEN's March 2025 interim final rule, US-formed companies are exempt from Corporate Transparency Act (BOI) reporting — only foreign reporting companies must file. The rule has been litigated; confirm current status before relying on it.
- A foreign-owned single-member (disregarded) LLC must file IRS Form 5472 with a pro forma Form 1120 every year; the penalty for failure to file starts at USD 25,000.
- "Tax-free" is a myth for an active US business: US-effectively-connected or US-source income triggers federal (and often state) tax and withholding. A Delaware/Wyoming LLC only escapes state income tax where it has no in-state nexus.
- Ongoing cost: Delaware LLC franchise tax is USD 400/year (raised from USD 300 under House Bill 400, effective 1 Aug 2026); Wyoming annual report licence tax is USD 60 minimum; registered-agent fees recur. Home-country CFC rules may attribute the entity's profit to the owner.
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Form a company in United States?
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