$389 + state fees
In America, company incorporation takes place at the state level —not the federal level — for both foreign nationals and U.S. citizens. The process will differ from state to state but is generally comprised of two steps: 1.) applying to register in that specific state and 2.) establishing a registered agent with a valid, physical address in the selected state. BizFilings serves as your registered agent authorized to receive legal documents on behalf of your business during standard business hours.
To form a company as an LLC or corporation, formation documents must be filed with the appropriate state agency, which is most often the Secretary of State. You are also required to pay mandatory filing fees. A corporation’s formation document is typically referenced as the Articles of Incorporation or Certificate of Incorporation, depending on the state. The Articles of Organization or Certificate of Organization are standard names for LLC formation documents. Formation paperwork is used to advise the state and the public of specific details relating to the company. Formation documents serve as a formal record of reference to the corporation’s or LLC’s existence.
LLCs and corporations must supply specific details in their formation documents. The mandatory disclosures vary minimally by state.
U.S. residents will likely need a Federal Tax Identification Number (EIN) to start their business. This process requires a Social Security number. For foreign businesses, an Individual Taxpayer Identification Number (ITIN) may be used instead of a Social Security number. The Internal Revenue Service (IRS) issues these tax processing numbers to individuals who are required to pay U.S. taxes but are not eligible for a Social Security number. Residents and non-resident aliens as well as foreign nationals fall into this category.
Comparable in title and operation to businesses in other countries, the primary business formation structures are sole proprietorships, partnerships, corporations and LLCs.
Certain business structures restrict whether non-U.S. citizens can be owners of a business formed as a company or corporation in the United States. With LLCs, there are no limitations on the number of investors who can own interests in the business and no restriction on non-U.S. citizens assuming roles as members (owners). By contrast, if the corporation distributes profits to the shareholders in the form of dividends, shareholders pay income tax on those distributions; thus, C corporations are often criticized for imposing "double taxation."
Learn more about which business structure type might be right for you by using BizFilings’ Incorporation Wizard. You can also view our Business Type Comparison to view business type options side-by-side.
This answer depends on whether your company has an actual presence in the United States. For example, if your company has an office in Los Angeles, you may wish to incorporate your business in California. If your company does not plan to have a physical presence in the U.S. (translating that it will operate solely from outside U.S. soil), then forming a corporation or LLC in Nevada or Delaware, the two most business-friendly states, may be desirable. If your non-U.S. company operates in more than one U.S. state, you may form your company or corporation in any of these states, but you must also register to do business in the other states through a process called foreign qualification.
In some cases, the laws of your company’s home country may dictate the choice of entity, so it is vital to consult with an attorney familiar with both U.S. and international law to make an informed decision.
If you are a non-resident, you are taxed in the United States only on U.S. source income (for example, your share of the LLC’s income). If you are a U.S. resident, you are taxed on your worldwide income.
Resident status is not limited to those having a green card. Resident status also applies to those with a physical presence in the United States. For example, for 2009, a person is treated as a resident if he or she is in the United States for at least 31 days and at least 183 days during 2007, 2008 and 2009 (counting all the days in 2009, but only 1/3 of the days in 2008 and 1/6 of the days in 2007). Even if this residency test is satisfied, you can still be treated as a non-resident in certain situations (for details on determining residency and tax obligations, see IRS Publication 519, U.S. Tax Guide for Aliens. Non-U.S. businesses that do not operate in the United States (for example, do not have any income from U.S. sources), do not owe any federal income taxes; however, there may be annual state charges or fees for maintaining the LLC or corporation.
Non-U.S. companies that do not want to form a business here but merely wish to import their products to the United States should explore import rules by navigating the Commercial Importing Procedures and Requirements.
The registered agent is accountable for important tax and legal documents on behalf of incorporated companies. These documents may include:
The registered agent is also required to keep a physical address (not a post office box) in the state of incorporation or qualification. Additionally, the registered agent is required to be available during normal business hours.
With BizFilings' Registered Agent Service, we consistently monitor corporate registration obligations in all 50 states to help keep you on top of important compliance events even when you are abroad.
BizFilings includes our Registered Agent Service free for six months in our incorporation packages for non U.S. citizens and residents. You also avoid interruption of this valuable service with our convenient auto-renewal program. At the time of renewal, you can choose to renew your company’s Registered Agent Service yearly for $167, two years for $249 (save $129) or three years for $348 (save $219).
BizFilings' Registered Agent Service goes beyond satisfying the state's legal requirements for registered agent service providers. We partner with our customers to help keep their company's in compliance with ongoing state requirements. Our customers receive the following for free with their Registered Agent Service:
If you decide to incorporate your business in Delaware or Nevada but don’t maintain a physical address there, you may consider using a mail forwarding service. This service is a quick and confidential way to obtain your personal and business mail. BizFilings does not offer mail forwarding service.
It’s important to note that mail forwarding service differs from our Registered Agent Service in that mail forwarding is for receipt and forwarding of business and personal correspondence, such as small packages and letters. Registered Agent Service is used for receipt and forwarding of legal and state correspondence, including Service of Process and state tax documents.
The following Learning Center materials can help you understand U.S. incorporation:
The following services are often needed by companies located outside the United States that are incorporating in the United States:
We have resources to help you understand your options.