United States Company Registration | Set Up a Company in the United States (LLC and Delaware C-Corp)
Planning a United States company registration or looking to set up a company in the US? Foreign founders most often form a limited liability company (LLC) or a C-Corp by filing formation documents with the Secretary of State or the business filing office of the state they choose. Foreign owners can hold 100% of the company, and most states do not require shareholders or directors to live in the US, but every company must appoint a registered agent in its state of formation.
In Delaware, the LLC filing fee is US$110 and the corporation filing fee starts at US$109. In Wyoming, both LLCs and corporations pay US$100. After formation, the company applies to the IRS for a federal tax ID (EIN) free of charge. A C-Corp pays 21% federal corporate income tax, and a single-member LLC owned by a foreign person must file Form 5472 every year. NSS Group (戰國策集團) offers one-stop US company formation: state and entity assessment, registered agent, formation documents, EIN, bank account opening and annual tax filing, so foreign companies and founders can get established in the US.
Its core advantages include:
The US has more than 330 million people and is one of the wealthiest and most diverse consumer markets in the world, with large growth potential for all kinds of products and services.
US company law is state law. Every state offers online or mail-in company registration, and filing fees and annual fees vary by state.
Delaware is known for its well-developed corporate law and its Court of Chancery, a court dedicated to business cases, which makes it a first choice for many listed companies and venture-backed startups. Wyoming is popular with small LLCs for its lower filing fees and annual report fees.
The US has the most developed and layered capital markets in the world. From angel investors, venture capital (VC) and private equity (PE) to an initial public offering (IPO), companies at every stage can find funding.
Setting up and running a company in the US means dealing with both federal and state law and tax rules. NSS Group helps with entity selection, choice of state, EIN application and tax compliance so you can enter the US market smoothly.
Its main advantage is pass-through taxation. A single-member LLC is treated by default as a disregarded entity and a multi-member LLC as a partnership, so the company itself generally does not pay federal income tax and the members report the income. An LLC can also elect to be taxed as a corporation. A single-member LLC owned by a foreign person must still file Form 1120 with Form 5472 every year. An LLC also has a very flexible management structure.
A C-Corp is a separate taxpayer. It pays 21% federal corporate income tax plus state tax, and shareholders pay income tax again on dividends (“double taxation”). Dividends paid to foreign shareholders are generally subject to 30% withholding. On the plus side, a C-Corp has a clear equity structure and can issue different classes of stock, which makes it easier to bring in outside investors.
Decide between an LLC and a C-Corp and which state to register in, then pick a unique company name. You can check name availability on the website of the state’s Secretary of State or business filing office. The name must include an entity designator such as LLC, Inc. or Corp.
You must appoint a registered agent in the state of formation. The agent must have a physical address in that state and receives all official and legal documents. Non-US residents can use a professional provider for this service.
A C-Corp files a Certificate of Incorporation and an LLC files a Certificate of Formation. These documents can be filed online or by mail with the Delaware Division of Corporations. The filing fee is US$110 for an LLC and starts at US$109 for a corporation. In Wyoming, the filing fee is US$100 for both LLCs and corporations.
A C-Corp adopts Bylaws and an LLC adopts an Operating Agreement. These documents set out the company’s internal governance structure.
After formation, apply to the Internal Revenue Service (IRS) for an Employer Identification Number (EIN). The company uses this number for tax filings and to open bank accounts, and the application is free. If the responsible party has no SSN or ITIN, the application must be made on Form SS-4 to the IRS by phone, fax or mail.
end-to-end service
- Company name search and reservation
- Preparation and filing of registration documents
- Drafting of governing documents
- Collection of the registration certificate
- Bank selection advice (Mercury bank account opening)
- Account opening document preparation
- Appointment scheduling and accompaniment
- Post-opening support
- Registered address
- Company secretary appointment
- Annual filing services
- Document custody and management
- Bookkeeping
- Tax filing and planning
- Financial statement preparation
- Audit arrangement
- Trademark search and assessment
- Trademark application filing
- Trademark maintenance and renewal
- Infringement protection advice
- Company change filings
- Share transfer support
- Company dissolution
- Legal advisory support
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One AI system to run your company operations: 12 major systems, 75+ functional modules and 15 AI tools that cover the full business workflow, so a newly formed company can get up and running quickly.
- Company name search and registration
- Preparation and filing of registration documents
- Drafting of governing documents
- Registration certificate and company documents
- Registered address service for the first year
The actual cost depends on the company type, share structure and any additional services.
We give transparent quotes with no hidden fees.
State government fees are extra: Delaware LLC filing US$110 and annual tax US$400; Delaware corporation filing from US$109, franchise tax from US$175 plus a US$50 annual report; Wyoming filing US$100 and annual report from US$60; EIN free. See the fee breakdown below.
US company formation cost: state fee breakdown
US companies are formed with each state's Secretary of State or business filing office, and fees vary by state and entity type. Below are the official fees for Delaware and Wyoming, the two states most often chosen, so you can check each line of any quote.
| Item | Delaware | Wyoming |
|---|---|---|
| LLC formation document | Certificate of Formation US$110 | Articles of Organization US$100 |
| Corporation formation document | Certificate of Incorporation from US$109 (based on authorized shares) | Articles of Incorporation US$100 |
| LLC annual fees | Annual tax US$400 for the prior tax year, due by June 1 each year; no annual report required | Annual report License Tax from US$60 (based on assets located in Wyoming) |
| Corporation annual fees | Franchise tax from US$175 (authorized shares method) or US$400 (assumed par value method), plus a US$50 annual report, due by March 1 each year | Annual report License Tax from US$60 |
| Late penalty | US$200 plus 1.5% interest per month | As published by the Secretary of State |
| Federal tax ID (EIN) | Free when applied for with the IRS | |
| Registered agent, address and filing services | Quoted per case; NSS Group gives a free assessment and a written quote | |
Delaware figures are based on the Division of Corporations August 2026 fee schedule and annual tax instructions; Wyoming figures are based on the Secretary of State Business Division fee schedule, checked in October 2026. Nevada also requires a state business license, and states such as California have a minimum franchise tax; fees follow each state agency's notices. The latest official notices prevail.
US company taxes: federal tax, state tax and filings
A US company deals with both federal and state taxes. The entity type and the owners' status decide how it files.
| Item | Rule | Details |
|---|---|---|
| Federal corporate income tax | 21% | A C-Corp pays federal corporate tax at 21% of taxable income. State income tax and franchise tax are extra and follow each state's rules. |
| How an LLC is taxed | Pass-through, or elect corporate taxation | A single-member LLC is a disregarded entity by default and a multi-member LLC is a partnership by default. An LLC can also elect to be taxed as a corporation. |
| Single-member LLC owned by a foreign person | Form 5472 + pro forma Form 1120 | A US disregarded entity owned by a foreign person must file Form 1120 with Form 5472 to report transactions with its foreign owner. The penalty for each late or missing filing is US$25,000. |
| Withholding on dividends and US-source income | 30% | Most US-source income paid to foreign persons is subject to 30% withholding, which can be reduced under an applicable tax treaty. |
| Sales tax | Set by state and local governments | The US has no federal VAT. Each state sets its own sales tax, and whether you must register depends on that state's economic nexus thresholds. |
| BOI beneficial ownership reporting | US domestic companies exempt | A FinCEN interim rule in March 2025 exempted US domestic companies, and a final rule on August 11, 2026 made the exemption permanent (effective August 14). Only foreign companies registered to do business with a US state still have to report. |
Tax rates and filing rules follow IRS and FinCEN guidance. Have a US accountant review how they apply to your actual structure.
US LLC or C-Corp? Entity comparison
When you set up a company in the US, the usual comparison is between a US LLC and a C-Corp (such as a Delaware company). They differ a lot in tax, fundraising and filing workload.
| Item | LLC (limited liability company) | C-Corp (corporation) |
|---|---|---|
| Legal status | Separate legal entity; members have limited liability | Separate legal entity; shareholders have limited liability |
| Federal tax | Pass-through by default; can elect corporate taxation | 21% at the company level; dividends taxed again |
| Filings for foreign owners | Single-member LLC files Form 5472 + Form 1120 | Files Form 1120, with Form 5472 when there are related-party transactions |
| Internal documents | Operating Agreement | Bylaws, board and shareholder meeting minutes |
| Fundraising and IPO | Flexible equity design but less common for venture funding; VCs usually prefer a C-Corp | Can issue several classes of stock; the usual form for VC funding and listing |
| Best for | E-commerce, freelance services, holding companies, small and medium businesses | SaaS startups and companies planning to raise funds or go public |
These are general principles. Base the actual choice on the owners' status, where you collect payments, home-country tax rules and fundraising plans.
What foreign founders should know about setting up a company in the US
- You do not need to live in the US: most states do not require shareholders or directors to be US residents, but you must appoint a registered agent in the state of formation and keep a valid address.
- How to apply for an EIN: if the responsible party has no SSN or ITIN and the main place of business is outside the US, the online application is not available. Apply to the IRS on Form SS-4 by phone (267-941-1099), fax or mail. The EIN itself is free.
- Do not miss Form 5472: even if the LLC had no revenue that year, a single-member LLC owned by a foreign person must file whenever there are transactions with the owner, such as capital contributions or loans. The penalty starts at US$25,000 per form.
- BOI status: the FinCEN final rule of August 2026 confirmed that US domestic companies do not need to file BOI reports. If you register a non-US company to do business with a US state, it must still file.
- Bank accounts: US banks and digital banks review KYC, business activities and source of funds, and some require an in-person visit. Plan how you will collect payments before you form the company.
- Tax on profits sent abroad: dividends paid to foreign owners are generally subject to 30% withholding unless a tax treaty reduces the rate. Owners should also check how their home country taxes income from a foreign company they control.
Further reading
Sources: Delaware Division of Corporations fee schedule (August 2026); Delaware franchise tax and annual report; Delaware LLC/LP annual tax instructions; Wyoming Secretary of State fee schedule; IRS Publication 542, Corporations; IRS Instructions for Form SS-4; IRS: Get an EIN; IRS Instructions for Form 5472; IRS: NRA withholding; FinCEN: Beneficial ownership information reporting. The latest official notices prevail. This page is general information and is not legal or tax advice.
How long does it take to set up a US company?
What documents do I need to set up a US company?
When setting up a US company, you usually need to prepare the following:
- 1. Identity documents for shareholders, directors and ultimate beneficial owners
- 2. Proof of address from the last three months and contact details
- 3. US company name, entity type and registered address arrangements
- 4. A description of the business model, main trading regions and source of funds
- 5. Shareholding percentages, director appointments, KYC and required authorization documents
Do I need to be in the US in person to set up a company?
Most of the US company formation process can be completed remotely through document preparation, signing by authorization and local agent support, so you usually do not need to be there in person. However, bank account opening, identity verification, special licenses or certain government procedures may require a director, shareholder or authorized person to attend in person, join a video call or provide more documents. We confirm the requirements in advance and help you arrange them.
What tax and filing obligations does a US company have after formation?
- 1. Federal corporate income tax (21% for a C-Corp), state income or franchise tax and state sales tax
- 2. Annual filings, company registration upkeep, registered agent or secretarial services
- 3. Bookkeeping, Form 5472 filing for foreign owners and beneficial owner information upkeep
What businesses and structures is a US company suited for?
Who can help me register a company in the United States?
NSS Group (go.ai.com.tw) can help. We provide one-stop support from pre-formation assessment to post-formation maintenance for US companies, reducing the uncertainty of cross-border setup and compliance.
Our main services include:
- 1. US entity type and structure assessment
- 2. Company name search, document preparation and registration filing
- 3. Bank account opening, KYC and cross-border payment documents
- 4. Bookkeeping, tax filing and annual compliance
- 5. Changes to shareholders, directors, address, shares and company details
- 6. Trademark registration, contract review and intellectual property planning
- 7. Website build, digital marketing and AI customer service setup
- 8. Ongoing business advisory and cross-border business support
We arrange US company formation, maintenance and ongoing support around your industry, customer locations, banking needs and tax planning, so you can focus on growing your market.