Pillar 3 · US Incorporation
US entity formation for non-US founders
Delaware C-corp, Wyoming LLC, or neither. A decision guide for founders who live outside the United States and need a US company for Stripe, banking, or investors. Skip to the provider comparison or what it costs every year.
Most founders who land on this question have already decided they want a US entity. Usually the trigger is concrete: a payment processor that will not onboard their home-country company, a US customer whose procurement team wants to contract with a US supplier, an investor who says "we only do Delaware," or a business bank account that pays in USD without a 3% haircut on every settlement.
Those are all legitimate reasons. What follows is the part the formation providers skip: which structure fits which situation, what the entity actually costs to keep alive in year two and year three, how you get a tax ID when you have no US social security number, and the specific ways this goes wrong after the certificate arrives.
This is an operator's decision guide, not tax or legal advice. Entity choice interacts with your country of residence, your local tax treaty position, and how you intend to take money out — three variables we cannot see from here. Every figure below is date-stamped and sourced. Before you file anything, get a written opinion from a cross-border tax adviser who has read your actual situation.
Start from your situation, not the entity type
The internet argues about "LLC vs C-corp" as if it were a general question. It is not. It is three different questions wearing the same clothes, and the right answer flips depending on how you plan to get paid and who you plan to raise from. Here is the split we actually see among non-US founders:
Situation 1: bootstrapped SaaS or a solo software business
You have revenue between roughly $2k and $80k a month, no investors, no plans to raise, and you want to stop losing money on payment rails and currency conversion. You are the only owner, or you and one co-founder.
Default answer: a single-member LLC, formed in Wyoming or Delaware, taxed as a disregarded entity. You avoid entity-level US corporate tax on the LLC itself, you get a clean US banking and Stripe footprint, and the compliance surface is small enough that one competent cross-border accountant can run it for you. The trap to understand up front is Form 5472 — a foreign-owned single-member LLC generally files it with a pro forma Form 1120, and the IRS instructions attach a $25,000 penalty to failure to file or failure to keep records. That is an information-return penalty. It applies even in a year where the LLC owes no tax at all.
Do not pick a C-corp here just because it sounds more serious. A C-corp in this situation gives you 21% federal corporate tax on profits under Form 1120, plus a second layer when you pull money out as a dividend, in exchange for benefits (QSBS, clean preferred-stock cap table) you have no use for.
Situation 2: venture-funded or fundraising within 18 months
You intend to raise from US institutional investors, or you already have a term sheet, or you are joining an accelerator that will wire money into a US entity.
Answer: Delaware C corporation, and treat this as close to non-negotiable. US venture funds are structured to buy preferred stock in a Delaware C-corp. Their LPs frequently cannot hold interests in a pass-through entity without generating messy income allocations, and their standard documents assume Delaware corporate law. Asking a fund to invest in your Wyoming LLC is asking them to pay their lawyers to rebuild a document set that already exists.
The tax structure that looks worse on a spreadsheet is also what makes Section 1202 qualified small business stock possible. Under 26 U.S.C. § 1202, a qualified small business must be a domestic C corporation, with aggregate gross assets not exceeding $75,000,000 at the relevant times. The statute now provides a tiered exclusion for stock acquired after its applicable date — 50% at three years held, 75% at four years, 100% at five or more — with the per-issuer cap set at $15,000,000 for stock acquired after that date. Whether a non-resident founder can actually use that exclusion depends on their own tax residence and is exactly the sort of question that needs a real opinion rather than a blog post. But you cannot get there at all from an LLC.
Situation 3: e-commerce or physical-product brand
You sell on Amazon, Shopify, or your own store, you hold inventory somewhere, and your margin is thin enough that a few hundred dollars a year of compliance actually matters.
Answer: usually an LLC, but the entity is the easy part of your problem. Two things will cost you more attention than formation. First, sales tax: economic nexus rules mean state-level sales tax obligations attach to where your customers are, not where you formed, and inventory sitting in a US fulfilment centre can create physical nexus in that state. Second, the US-trade-or-business question, which for an inventory business with US-based fulfilment is materially harder to answer "no" to than it is for a founder selling software from Lisbon. Both providers below sell sales-tax modules; neither substitutes for advice on nexus.
| Your situation | Default structure | Why | Main thing that bites you |
|---|---|---|---|
| Bootstrapped SaaS, no raise planned | Single-member LLC (WY or DE) | No entity-level federal corporate tax; smallest compliance surface; enough for Stripe and US banking | Form 5472 + pro forma 1120; $25,000 penalty for non-filing |
| Raising from US VCs | Delaware C corporation | Preferred stock, standard docs, QSBS eligibility requires a domestic C-corp | 21% corporate rate plus tax on distributions; franchise tax scales with authorized shares |
| E-commerce with US inventory | LLC, plus real sales-tax work | Simple structure; the hard problems are nexus and US-trade-or-business exposure, not entity type | State sales-tax registrations; inventory in a US warehouse strengthens the case that you are engaged in a US trade or business |
| Agency or consultancy with a few US clients | Often no US entity at all | A W-8BEN or W-8BEN-E to your client may solve the whole problem | Forming an entity you did not need adds annual cost and filings permanently |
That last row is the one nobody selling formation services will tell you. If your only US touchpoint is invoicing three American clients, the correct action may be to hand them a withholding certificate and keep your existing company. Read the W-8 section below before you spend $500.
The C-corp vs LLC fork, mechanically
Strip away the forum arguments and there are four differences that actually change your life.
- Who the taxpayer is. A C corporation is its own taxpayer. It files Form 1120 and, per the IRS instructions, computes tax by multiplying taxable income by 21%. Profit distributed to shareholders is then taxed again at the shareholder level. An LLC is a state-law entity with no federal tax class of its own — by default a single-member LLC is disregarded and a multi-member LLC is a partnership, so income flows to the owners and is taxed in their hands.
- Where the pass-through lands when the owner is foreign. This is the point where generic US advice stops being useful. "Pass-through" is only good news if the income passes through to somewhere with a favourable answer. For a non-resident owner, the question becomes whether they are engaged in a US trade or business and whether the income is effectively connected to it — the ETBUS/ECI analysis below.
- What investors can hold. Preferred stock exists in corporations. Convertible notes and SAFEs are written for corporations. Fund LPs generally dislike receiving allocations of operating income from a pass-through. If institutional money is in your 18-month plan, the C-corp saves you a conversion later.
- Whether an 83(b) election is even relevant. If you are issuing founder stock subject to vesting in a C-corp, the 83(b) election is a time-sensitive filing that materially affects your future tax outcome. Stripe Atlas files it as part of its package. LLC founders with no vesting stock have no equivalent worry — one fewer deadline that can quietly ruin a year.
Delaware or Wyoming
Delaware's advantage is legal, not financial: a corporate code investors and their lawyers already know, and a court of chancery with deep precedent. If you are forming a C-corp to raise money, form in Delaware and stop researching.
Wyoming's advantage is cost and privacy for LLCs. State filing fees, taken from the Wyoming Secretary of State's own fee schedule (revised June 2026, effective 1 July 2026): Articles of Organization for an LLC are $100.00, a Certificate of Authority is $150.00, and amendment, dissolution, or any other filing is $60.00. The annual report license tax is $60 or two-tenths of one mill on the dollar ($0.0002), whichever is greater, based on assets located and employed in Wyoming. For a software business with no Wyoming assets, that means $60 a year.
Delaware's numbers, from the Division of Corporations' own fee schedule (revised 1 August 2024) and its franchise tax pages, checked 2026-07-31:
- Incorporation (domestic corporation): $109.00 state filing fee. Same-day processing $100.00; 24-hour $50.00.
- LLC certificate of formation (domestic): $110.00. Same-day $100.00; 24-hour $50.00.
- Corporations: annual report fee $50 for non-exempt domestic corporations ($25 for exempt), due no later than 1 March, plus franchise tax with a $175.00 minimum and a $200,000.00 maximum.
- LLCs, LPs, and GPs formed in Delaware: no annual report, but a flat $300.00 annual tax due by 1 June.
- Late: $200.00 penalty plus interest at 1.5% per month on unpaid tax balance.
- Entities owing $5,000.00 or more pay estimated tax in instalments — 40% by 1 June, 20% by 1 September, 20% by 1 December, remainder by 1 March.
Two franchise-tax methods exist for Delaware corporations. The Authorized Shares method produces the $175 minimum; the Assumed Par Value Capital method carries a $400 minimum. Which one is cheaper depends on your authorized share count and gross assets, and the standard 10,000,000-authorized-share startup cap table is precisely the case where founders get surprised. Model it on Delaware's own franchise tax calculator before you authorize shares, not after.
The naive read — "Wyoming is $60, Delaware is $300, Wyoming wins" — is true and almost irrelevant. A $240 annual difference is noise next to $900 to $1,800 of tax preparation. Pick the state for the legal and operational reason, then optimise cost elsewhere.
Firstbase vs Stripe Atlas vs doola
All three form US entities for non-residents and obtain the EIN. They are not competing on the same axis: Atlas is a C-corp funnel for startups, doola is an LLC funnel for solo operators and e-commerce, Firstbase sits in the middle and sells the widest set of ongoing modules. Prices below were read from each vendor's own pricing page as captured 2026-07-27.
| Provider | Formation price | State fees included? | Entity types | Renews at |
|---|---|---|---|---|
| Firstbase | $399 one-time (Start) | Yes — "zero filing fees for all required documents" | LLC or C-corp; Delaware or Wyoming | Agent $299/yr per state; Firstbase One $199/mo billed yearly at $2,388 |
| Stripe Atlas | US$500 one-time | Yes — fee explicitly includes government fees and first year of registered agent | Delaware C corp or LLC | US$100/yr registered agent after year one, auto-renews, cancellable |
| doola | $297/yr list, $208/yr promo (Starter) | No — every tier is quoted "+ State Fees" | LLC-focused | Starter is itself annual; Tax & Compliance $1,999/yr list ($1,399 promo) |
Sources, all read 2026-07-27 from the vendors' own pricing pages: Firstbase pricing, Stripe Atlas product page, doola pricing. doola's promotional prices were live at capture time and are the kind of thing that changes without notice — check before you buy. Firstbase and doola links in this table are affiliate links; the Stripe Atlas link is not.
What each one actually bundles
Stripe Atlas — US$500 one-time. The most complete single-purchase package for a startup that wants a Delaware C-corp. Per Atlas's own page: incorporation in Delaware including next-day expedited processing and state filing fees, company tax ID (EIN), founder equity issuance and share purchase, 83(b) election filing, document templates, $2,500 in Stripe credits for the first year, and access to over $50,000 in partner discounts. Legal templates are made with Cooley LLP. Atlas states you will be incorporated and ready to bank, fundraise, and accept payments within two business days, and that startups in over 140 countries have used it. Registered agent renews at US$100/yr after year one. Atlas is explicit that it is not a law firm and does not give legal, tax, or accounting advice.
The 83(b) filing and equity issuance are the underrated part. Those are the two things a first-time founder most often botches on their own, and they are the two that are most expensive to fix retroactively.
Firstbase — $399 one-time for Start. Formation in Delaware or Wyoming, expedited EIN setup, zero filing fees for required documents, bank account introductions through partners, the full document set (stock purchase agreement, bylaws), and lifetime expert support. Firstbase notes on the same page that registered agent services are required for incorporation — read that as a prompt to buy Agent. Standalone module prices as captured: Agent Autopilot $299 annually per state; Mailroom Basic $35/mo or $315 annually, Premium $50/mo or $350 annually; Accounting $1,890 as a Start add-on, or $599/mo (≈$5,990 annually) at the $50–75k monthly expense tier; Tax Filing $1,799 annually for a C-corp or multi-member LLC package, or $899 annually for the non-US-owned single-member LLC package that covers Form 5472 and a pro forma 1120. Firstbase One bundles the modules at $199/mo against a $362 list rate, billed yearly at $2,388, and the page claims savings of up to $1,950 annually versus buying standalone.
That $899 single-member-LLC tax package is the most specifically useful line item any of these three publishes for our reader. It is priced for exactly the foreign-owned disregarded LLC case and it names Form 5472 explicitly.
doola — $297/yr Starter, $208 promotional. Starter includes the LLC filed in one to two business days, the EIN, guidance to open a US bank account, a US business address, and registered agent service — all plus state fees, which is the material difference from Atlas and Firstbase. Higher tiers: Pulse bookkeeping on a 30-day trial renewing at $300/yr; Tax and Compliance at $1,999/yr list ($1,399 promo), adding federal and state tax filing, a 1:1 tax consultation, and EIN "up to 2 weeks faster"; Business-in-a-Box at $2,999/yr list ($2,099 promo) with a dedicated bookkeeper and monthly statements. doola confirms on its own page that US citizenship is not required, and asserts that doing it yourself typically costs $2,000–$5,000 in the first year — treat that as vendor marketing, because the state and IRS numbers in this guide do not add up to $2,000 unless you are also buying professional tax prep.
Note the pricing-model difference, because it changes the three-year comparison entirely. Atlas and Firstbase Start are one-time formation charges with a thin renewal. doola Starter is an annual subscription: $297 in year one and $297 again in year two. Neither model is wrong, but comparing $500 to $297 as if they were the same kind of number is how founders mis-budget.
The honest recommendation, given what these pages say: raising money → Atlas, because the 83(b) and equity mechanics are handled and the $500 is a single number. Bootstrapped and want one vendor to also run compliance → Firstbase, because the $899 5472 package fits our reader precisely. Cheapest path to a functioning LLC and comfortable managing your own accountant → doola Starter, remembering to add state fees.
What it actually costs to keep alive, per year
This is the table that formation marketing omits. Year one is cheap because it is bundled. Year two is when founders discover what they signed up for. Government figures are from Delaware's and Wyoming's own pages; vendor figures are from the 2026-07-27 snapshots; tax-prep figures are vendor list prices, not our estimates.
| Recurring line item | WY LLC | DE LLC | DE C-corp | Source |
|---|---|---|---|---|
| State annual tax | $60 minimum (license tax; or $0.0002 × WY assets if greater) | $300 flat, due 1 June | $175 minimum franchise tax (Authorized Shares method); $400 minimum under Assumed Par Value Capital | WY SOS fee schedule; DE Division of Corporations |
| State annual report fee | Included in the license tax filing | None — DE LLCs file no annual report | $50 (non-exempt domestic), due 1 March | DE "How to form" and pay-taxes pages |
| Registered agent | $299/yr per state (Firstbase Agent) or bundled in doola Starter at $297/yr | Same | $100/yr if you stay on Stripe Atlas; $299/yr Firstbase Agent | Vendor pricing pages, 2026-07-27 |
| US address / mail | $315/yr Firstbase Mailroom Basic; included in doola Starter | Same | Same | Firstbase and doola pricing pages |
| Federal return prep | $899/yr (Firstbase non-US-owned single-member LLC package, incl. Form 5472) | Same, or $1,799/yr if multi-member | $1,799/yr (Firstbase C-corp package) or $1,999/yr list (doola Tax & Compliance) | Vendor pricing pages, 2026-07-27 |
| Bookkeeping | $300/yr (doola Pulse) at the low end | Same | $5,990/yr (Firstbase Accounting at the $50–75k monthly expense tier) | Vendor pricing pages, 2026-07-27 |
| Realistic lean total, year 2 | ~$1,259 | ~$1,499 | ~$2,124 | Sum of the rows above, lean option each |
The "lean total" rows are arithmetic on the cheapest published option in each row, not a quote. WY LLC = $60 license tax + $299 agent + $899 federal prep, with mail and bookkeeping excluded. DE LLC = $300 + $299 + $899. DE C-corp = $50 report + $175 franchise minimum + $100 Atlas agent + $1,799 prep. Your number moves the moment you have employees, inventory, multiple states, or sales-tax registrations. Government figures checked 2026-07-31; vendor figures 2026-07-27.
Three observations worth more than the totals themselves. First, professional tax preparation is 60–85% of your ongoing cost, so shopping formation providers on a $100 difference in setup fee is optimising the wrong variable. Second, the registered agent is unavoidable — Delaware law requires every business entity to maintain one with a physical street address in Delaware, and Firstbase states plainly that agent services are required for incorporation. Third, if you form in one state and later need to operate in another, foreign qualification is a separate filing with its own fee: Wyoming charges $150.00 for a Certificate of Authority, Delaware's agent fee for a qualified foreign entity runs on top of your home-state costs.
Getting an EIN with no SSN or ITIN
The EIN is your company's federal tax ID. You cannot open a US bank account, onboard properly to Stripe, or file a return without it. For non-US founders this is the step where the process stops being a web form.
The blocker is documented on the IRS's own pages: the online EIN application requires the responsible party to have a valid taxpayer identification number — an SSN or ITIN — and requires the business to have its principal place of business in the United States or a US territory. A founder in Bangalore or São Paulo with a Wyoming LLC and no ITIN meets neither condition, so the online assistant is closed to them. The IRS also limits issuance to one EIN per responsible party per day.
What works instead:
- Form the entity first. You need the legal name and formation state on the SS-4 to match your certificate exactly. A mismatch here is a common cause of rejection and re-filing.
- Complete Form SS-4 by hand. Name the responsible party — a real human, typically you — and where the form asks for that person's SSN or ITIN, write "Foreign" rather than leaving it blank or inventing a placeholder. Line 7b is where applications get rejected.
- Submit by fax or mail to the international operation. The IRS routes applicants with no legal residence, principal place of business, or principal office in any US state to its Cincinnati processing address. International applicants can also apply by telephone. Do not send an international SS-4 to a domestic service centre.
- Wait, then chase. Fax is materially faster than mail. This is precisely the wait a formation provider is selling you out of — doola advertises "EIN up to 2 weeks faster" on its Tax and Compliance tier, Firstbase advertises "expedited Tax ID (EIN) setup" with Start, and Atlas obtains the EIN as part of the $500 package.
- Keep the CP 575. The IRS notice confirming your EIN is the document banks and processors ask for. Store it where you can find it in a year.
On timelines: we are deliberately not publishing a "fax takes 4 business days, mail takes 6 weeks" figure. IRS processing times for international EIN applications move with staffing and season, none of the pages we read this session stated a current number, and a stale timeline is worse than no timeline. Ask your provider what they are seeing this month, and check the IRS EIN page for the current position.
One warning the IRS makes itself, and we will repeat: the EIN is free. The agency cautions against paying for one. Paying Firstbase, Atlas, or doola for the handling, the correct routing, and the follow-up is a reasonable purchase of someone else's time. Paying a random intermediary a few hundred dollars for "EIN registration" as a standalone product is paying for nothing.
W-8BEN vs W-8BEN-E
These forms confuse people because they look like tax filings. They are not. They are withholding certificates you hand to whoever is paying you, so that party knows how to treat the payment. Neither goes to the IRS.
- Form W-8BEN is given by a foreign individual who is the beneficial owner of an amount subject to withholding, to establish that they are not a US person. Per the IRS, you submit it to the withholding agent or payer when requested, whether or not you are claiming a reduced rate of withholding.
- Form W-8BEN-E is the entity version, used by foreign entities to document their status for chapter 3 and chapter 4 (FATCA) purposes.
The practical decoder for our reader:
- You personally consult for a US company, no entity anywhere → you sign a W-8BEN.
- Your UK Ltd or Indian Pvt Ltd invoices a US client → the company signs a W-8BEN-E.
- You formed a US LLC and it invoices US clients → the LLC is a US person for this purpose, so you are generally in W-9 territory, not W-8. This surprises founders who assume their own foreign status flows to the entity.
- You own a US entity and take money out to yourself abroad → the character of that payment determines whether withholding applies, and that is the analysis to pay an adviser for.
Why it matters in dollars: the IRS states that most types of US-source income received by a foreign person are subject to US tax of 30%, generally withheld at source, with a reduced rate or exemption available where a Code section provides one or where a tax treaty between the foreign person's country of residence and the US applies. A missing W-8 is how a payment arrives 30% short.
We are not publishing a treaty rate table. Rates are per-country, per-income-type, and change with protocols; the authoritative source is the IRS tax treaty tables, and the footnote apparatus attached to each row does real work — the same nominal rate can carry entirely different conditions for two neighbouring countries. Look up your own country there and have your adviser confirm you meet the article's conditions.
ETBUS and ECI: whether you actually owe US tax
Founders conflate two separate questions. "Did I form a US entity?" is a filing question. "Do I owe US income tax as a non-resident owner?" is a substance question, and the answer turns on activity, not paperwork.
The IRS frames it directly: when a foreign person is engaged in a trade or business in the United States, all income from US sources connected with the conduct of that trade or business is considered effectively connected income — ECI — and, generally, you must be engaged in a US trade or business during the tax year to be able to treat income received in that year as ECI. That last clause is the hinge. No US trade or business in the year, no ECI in that year.
Why the distinction is worth real money: the IRS explains that effectively connected income, after allowable deductions, is taxed at graduated rates — the same rates that apply to US citizens and residents — and is reported on page one of Form 1040-NR. FDAP income, by contrast, is taxed at a flat 30% or a lower treaty rate if you qualify, with no deductions allowed against it, and goes on Schedule NEC. Two categories, two rate structures, two schedules.
What tends to move the needle toward "engaged in a US trade or business" in practice:
- Dependent agents or employees performing your core work inside the US.
- A US office, or premises you effectively control.
- Inventory held in the US and fulfilled from there.
- You yourself spending working time physically in the US on the business.
What generally does not, on its own:
- Holding a US bank account.
- Using a US payment processor.
- Having US customers who buy a product delivered digitally from abroad.
- Having formed a Delaware or Wyoming entity, full stop.
Be careful with the second list. It reflects how the analysis is commonly framed, not a safe harbour, and the statutory and regulatory tests behind "trade or business within the United States" are fact-specific with a large body of case law behind them. Several IRS pages we tried to cite for a crisper definition are no longer at their old URLs, which is itself a signal about how much this area moves. We are deliberately not giving you a bright-line test, because there isn't one. This is the exact question to buy an opinion on — it is cheaper than being wrong for three years.
Note also that the C-corp route sidesteps the whole owner-level analysis for operating profits. The corporation is a US taxpayer, it pays 21% on its taxable income, and the ETBUS question about you personally becomes relevant mainly when money moves from the company to you. That simplification has a price — the second layer of tax — and for some founders the simplification is worth paying for.
What breaks after the certificate arrives
Formation is the easy part and every vendor is good at it. Here is what our reader actually writes in for help with.
Banking rejection, after you already paid
You have a valid entity and an EIN, and the bank still says no. Neobanks serving non-resident-owned US companies apply their own country and business-model screens on top of the entity check, and those screens are not published in full. Mercury's own site states plainly that Mercury is a fintech company, not an FDIC-insured bank, with banking services provided through Choice Financial Group and Column N.A. — which also means the underlying banks' risk appetite shapes who gets onboarded.
Two things reduce rejection risk more than anything else: a real, live website that matches the business description you give the bank, and a business address that is not obviously a mail-forwarding storefront. Third-party writeups in 2026 report increased scrutiny of thinly-documented applications and note that residents of a list of prohibited countries cannot be onboarded at all; we could not fetch Mercury's official eligibility and prohibited-country pages this session because their support site blocked automated access, so check Mercury's own eligibility page for your country before you spend money on formation. If banking is the entire reason you are forming, verify eligibility first. Our cross-currency fintech guide covers the corridor side — what it costs to move the money once the account exists.
Stripe account review
A US entity gets you into Stripe's US onboarding path; it does not exempt you from review. Reviews cluster around a mismatch between what your site sells and what your account says it sells, prohibited or high-risk categories, and sudden volume that does not match the stated model. The unglamorous fix is to have the storefront, terms, refund policy, and pricing page live and consistent before you submit, rather than treating the website as a post-approval task.
State mismatch
Founders form in Delaware for the prestige, then use a Wyoming or Florida mail address as the business address, then hire a contractor in Texas. Forming in one state and conducting business in another can trigger a foreign qualification requirement in the second state — a separate registration, a separate registered agent, and a separate annual fee. Wyoming's Certificate of Authority for a foreign LLC or corporation is $150.00; Firstbase sells foreign qualification across all 50 states and prices Agent at $299 annually per state, which tells you how the cost scales. Decide where you will actually operate before you pick where to form.
Dissolution is not free, and "just stop paying" is worse
Abandoning an entity does not end its obligations; it accrues penalties. Delaware charges a $200.00 penalty for a late annual report plus 1.5% monthly interest on unpaid tax. To exit cleanly, Delaware's fee schedule lists $224.00 for a certificate of dissolution under §§ 274/275/276, $194.00 for a short-form dissolution, and $220.00 to cancel a domestic LLC — the LLC cancellation explicitly "plus annual taxes to cancel." Wyoming charges $60.00 for an LLC or corporate dissolution filing. Then there is the final federal return: the Form 1120 instructions state the return is generally due by the 15th day of the 4th month after the end of the tax year, and that this applies to short-period and dissolved corporations too. Budget roughly $300–$1,000 in state fees and prep to close a simple entity properly.
BOI reporting confusion
This one generates more bad advice than any other item on the page, because the rules changed and a great deal of 2024-vintage content is still ranking. Per the alert on FinCEN's own BOI page, updated 26 March 2025: all entities created in the United States — including those previously known as "domestic reporting companies" — and their beneficial owners are now exempt from the requirement to report beneficial ownership information to FinCEN. The interim final rule published 26 March 2025 revised the definition of "reporting company" to mean only entities formed under the law of a foreign country that have registered to do business in a US State or Tribal jurisdiction. Existing foreign reporting companies got at least an additional 30 days from 26 March 2025 — until 25 April 2025 for most.
So: your new Delaware C-corp or Wyoming LLC has no BOI filing to make. Your existing foreign company that registers to do business in a US state may. If a provider tries to sell you a BOI filing service for a freshly formed US entity, that is a service for an obligation that the interim final rule removed.
Freshness caveat, and we mean it: this was an interim final rule, and third-party reporting in mid-2026 indicates a final rule was still moving through the regulatory review process, with separate bills in Congress aimed at codifying the exemption. We verified the FinCEN alert text directly on 2026-07-31; we did not find a published final rule superseding it. Re-check the FinCEN page before relying on this.
A sequence that works
If you have decided to proceed, the order matters more than the vendor:
- Confirm banking eligibility for your country of residence first. Before formation, not after. This is the step that most often turns a $500 spend into a dead entity.
- Get one hour of cross-border tax advice. Bring your residence country, how you intend to take money out, and whether you will have anyone working for you inside the US. An hour here changes the entity choice, and the entity choice is expensive to reverse.
- Then pick structure and state using the matrix at the top of this page.
- Then pick a provider, and price year two, not year one.
- File, get the EIN, open banking, connect the processor. Expect the EIN to be the long pole if you have no SSN or ITIN.
- Calendar the recurring deadlines the day you form. Delaware corporations: 1 March. Delaware LLCs: 1 June. Wyoming: the first day of your anniversary month. Federal corporate return: generally the 15th day of the 4th month after year end. These are the dates that cost $200 plus 1.5% monthly to miss.
When the answer is "do not form anything"
Worth stating clearly, because we earn nothing when we say it. Skip US formation if all of the following are true: your customers pay you fine through your existing entity, your processor already accepts you, you have no US employees or inventory, and no investor is asking. In that case a US entity buys you an annual bill, two or three filings, and a dissolution cost later.
Two adjacent structures solve related problems without a new entity. If your actual need is to employ someone in the US from a non-US parent, an employer of record does that without incorporating — see our EOR decision guide, which covers the reverse-direction case (non-US company hiring US staff) in detail. If your need is purely getting paid in USD at a sane spread, that is a fintech problem, and the corridor pages under cross-currency fintech price it per country.
The combination that does justify both is a US entity as the contracting and revenue layer plus an EOR for staff outside your formation state or country. That is a common shape for a 5–20 person distributed company and it is worth reading both pillars before committing to either.
Related guides
Employer of Record for distributed SaaS teams
Hire globally without setting up local entities — Deel, Remote, Rippling, Oyster and Multiplier compared on 2026 pricing.
Cross-currency fintech for globally distributed teams
Multi-currency business accounts — Wise vs Airwallex vs Mercury vs bank wire, costed on real $10k sends to 24 countries.
The SaaS stack for distributed teams (2026)
What a 1, 5 and 15-person team actually pays for tooling, with per-vendor cross-border notes on card acceptance and KYC friction.
OpenAI API access for non-US teams
A Delaware company does not put you on OpenAI's country list. Check the live list before you pay for formation.
Firstbase vs Stripe Atlas (2026)
$101 first-year difference flips to $198 disadvantage by year two — the full cost comparison.
FAQ
Does forming a US company mean I now owe US income tax?
Not automatically, and this is the single most misunderstood point on the topic. A C corporation is itself a US taxpayer — it files Form 1120 and, per the IRS instructions, computes tax by multiplying taxable income by 21%, regardless of where its owners live. A foreign-owned LLC is different: it can be a pass-through, and whether the non-resident owner owes US tax turns on the ETBUS/ECI analysis, which is about activity rather than paperwork. The formation certificate does not settle the tax question in either direction, so get a cross-border opinion for your own facts.
Can I get an EIN with no SSN or ITIN?
Yes. The IRS online EIN assistant requires the responsible party to have an SSN or ITIN and requires a US principal place of business, so most non-US founders cannot use it. The routes that work are Form SS-4 by fax or mail to the IRS international operation in Cincinnati, or applying by phone. The EIN is free — the IRS explicitly warns against paying anyone for the number, though paying a provider for handling and follow-up is a different thing from paying for the EIN itself.
Is a Wyoming LLC really cheaper to keep alive than a Delaware C-corp?
On state fees yes, but the gap is smaller than the marketing implies. Wyoming's annual report license tax is $60 or $0.0002 per dollar of Wyoming-located assets, whichever is greater. A Delaware LLC pays a flat $300 annual tax and files no annual report; a Delaware corporation pays a $50 annual report fee plus franchise tax from a $175 minimum. Against $899–$1,799 of annual tax preparation, a $240 state difference is not the variable to optimise.
What is Form 5472 and why do people panic about it?
It reports transactions between a US entity and its foreign related parties, and a foreign-owned single-member LLC generally files it with a pro forma Form 1120. The panic is justified by the numbers: the IRS instructions (rev. 12/2024) set a $25,000 penalty for failing to file when due or failing to maintain records, with an additional $25,000 where the failure continues more than 90 days after IRS notification, per related party per 30-day period. It is an information return, so the penalty can apply in a year the LLC owed no tax whatsoever.
Do I file a W-8BEN or a W-8BEN-E?
W-8BEN is for a foreign individual who is the beneficial owner of the income; W-8BEN-E is the entity version, used by a foreign entity to document its status for chapter 3 and chapter 4 purposes. You give it to the withholding agent or payer, not to the IRS, and the IRS says to submit it when requested whether or not you are claiming a reduced treaty rate. The trap: once you form a US LLC, that LLC is generally a US person for this purpose, so its US-client paperwork is usually a W-9 rather than a W-8.
Do I still have to file a FinCEN beneficial ownership report?
Under the interim final rule published 26 March 2025, all entities created in the United States and their beneficial owners are exempt from BOI reporting, so a newly formed Delaware or Wyoming entity has nothing to file. The remaining reporting population is entities formed under foreign law that register to do business in a US State or Tribal jurisdiction. Because this was an interim rule and a final rule was still in review during 2026, confirm the current position on FinCEN's BOI page rather than trusting any article, including this one.
What does it cost to unwind a US entity if the plan does not work?
More than founders expect, because you cannot simply stop paying — Delaware adds a $200 late penalty plus 1.5% monthly interest while you ignore it. Delaware's fee schedule lists $224.00 for a certificate of dissolution and $220.00 to cancel a domestic LLC, plus the annual taxes required to cancel; Wyoming charges $60.00 for a dissolution filing. Add a final federal return, which for a corporation is generally due by the 15th day of the 4th month after the tax year ends, including for dissolved corporations.
Can I form a US entity without ever visiting the United States?
Yes. None of the three providers here require a visit, and the state filings are entirely remote. The friction is downstream: banking identity verification, and the EIN process if you have no SSN or ITIN. Note that spending working time physically in the US on your business is one of the facts that pushes toward being engaged in a US trade or business, so staying remote is not only convenient — it can be relevant to the tax analysis.
Should I authorize 10,000,000 shares like every startup template says?
Only after you have checked what it does to your franchise tax. Delaware's Authorized Shares method produces the $175 minimum but scales with the number of authorized shares, while the Assumed Par Value Capital method carries a $400 minimum and scales with gross assets. Corporations owing $5,000 or more move onto an estimated-payment schedule with instalments due 1 June, 1 September, 1 December, and 1 March. Run your intended cap table through Delaware's own franchise tax calculator before you file, not in year two when the bill arrives.
Related reads on CrossBorderPlus
- Employer of Record decision guide — the other half of this problem. If you need US staff but not a US entity, or a US entity plus staff outside your formation state, start there. Includes fully-costed country-pair examples.
- How to open a Mercury account from abroad — the banking step that comes right after formation, including the residence-based country list that can decline you regardless of where you incorporated.
- Cross-currency fintech per corridor — 24 country pages comparing Wise, Airwallex, Payoneer, PayPal, and bank wires. Read this if the reason you want a US entity is really USD settlement.
- Sending USD to the Eurozone — for EU-resident founders paying themselves out of a US entity.
- Sending USD to India — one of the most common non-US founder corridors for this pillar.
- Sending USD to the UK — relevant if you are weighing a US entity against your existing UK Ltd.
- How we source and rank — where the numbers on this page come from, and what we do when a vendor hides pricing.