Are you a non-US resident who wants to start a business in the United States, and wondering if you can? Don’t worry. Many international founders successfully register a company in the US each year without being US citizens or holding a green card. Wyoming is often chosen as the state for LLC formation because of its progressive business climate and relatively lower state-level costs.
However, forming an LLC involves more than just understanding and filing the paperwork. There are some restrictions in place that may affect eligibility and ongoing obligations. While most international founders can still register a Wyoming LLC, it is important to understand what applies in your unique situation.
This brief guide addresses common questions about eligibility, restrictions, obligations, and considerations before initiating the LLC formation process.
Can a non-US resident form an LLC in Wyoming?
Yes. In most cases, you do not need to be a US citizen or a legal resident to own an LLC in Wyoming. Non-US individuals, foreign entities, and other LLCs can form and fully own an LLC in Wyoming, as state law does not require citizenship or residency to do so.
However, there are a few situations when a foreign individual may not be allowed to form or operate a US LLC. But this is very uncommon, and is typically due to federal sanctions or national security issues, and not Wyoming state law.
That’s the good news. However, every LLC, even those owned by non-residents, must still follow all existing federal tax and reporting requirements. Additionally, foreign-owned LLCs may have additional reporting obligations.
Why non-U.S. founders should consider Wyoming
No state outright forbids overseas non-residents from forming an LLC. So, why is Wyoming such an attractive option?
Many foreign business owners opt to form their businesses in Wyoming for many of the same reasons US citizens do, including:
- The owner of a Wyoming LLC does not have to live in the state, and a business is not required to operate there. This means that a foreign business owner can run the business from abroad.
- Wyoming has a reputation for clear and relatively straightforward state-filing and other compliance requirements. This makes it easier for overseas business owners to remain compliant and file complete paperwork on time.
- State-level privacy protection laws in Wyoming limit the public availability of the owner’s personal information, and these protections apply to both US and foreign owners. Typically, an owner’s name won’t appear in a state database.
Remember, the above applies only at the state level and does not eliminate federal reporting requirements or guarantee any tax outcomes. Forming your LLC in Wyoming may or may not be the correct choice for your business, depending on your personal situation.
What you need before forming a Wyoming LLC as a non-U.S. resident
To make the LLC formation process as smooth as possible and to avoid delays, spend a few hours deciding on the following:
- Business name readiness. All businesses need a name, and the names for every LLC in Wyoming must adhere to certain guidelines, such as being unique and including a version of ‘LLC’. You can do a Wyoming business entity search for current business names and availability.
- Understanding Wyoming’s registered agent requirement. Wyoming law requires at every LLC in the state have a Wyoming registered agent on file to receive correspondence. You will need to include your registered agent’s name when you register your LLC.
- Planning for reliable mail and document access from abroad. Since you won’t be physically in the United States, handling mail and other documents can get tricky. Finding a solution now, such as using a virtual business address with mail scanning, will prevent delays later on.
- Clear ownership structure. Knowing who owns how much of your future company will have an effect on your taxes as well as other compliance issues. So, iron out those details now. You should also lock in how you will make business decisions to avoid complications down the road.
How to form a Wyoming LLC as a non-US resident
Forming an LLC in Wyoming is not difficult, but there is a lot of paperwork to complete. However, there are a few but important changes when forming an LLC in Wyoming as a non-US resident that you will want to know about.
Appointing a Wyoming registered agent as a non-U.S. resident
Although you don’t need to have a physical business address in Wyoming, the laws require that you maintain a registered agent who does. A registered agent’s responsibility is to receive only legal and state correspondence, and it doesn’t serve as a general business mailing address. Since non-resident founders do not live in the state, they will need to hire someone who does. Fortunately, this is easy and inexpensive.
Applying for an EIN without an SSN or ITIN
Unlike US citizens or permanent residents, foreign owners can’t submit an online application for an EIN. The only option is to complete, submit, and mail in the SS-4 Form. You can submit the form without a Social Security Number (SSN) or an Individual Tax Identification Number (ITIN) by writing “N/A” in the space requesting it. Be sure to read all the directions at the bottom of the SS-4 before starting to ensure you fill out all the required information correctly.
Planning for Wyoming’s ongoing obligations from abroad
Filing the initial paperwork to form a Wyoming LLC is only the beginning of your dealings with the Wyoming Secretary of State. Now is the time to set reminders for important deadlines, such as your LLC’s annual report and your registered agent’s renewal. While these are not only requirements for foreign-owned LLCs, things can take longer from abroad, so you will want to give yourself plenty of leeway while planning.
Understanding federal reporting requirements for foreign-owned Wyoming LLCs
In the US, reporting and compliance obligations are not only at the state level. Your LLC may have federal obligations, too, even if your LLC had very limited business activity. In addition to filing federal taxes, foreign-owned LLCs may need to file Form 5472, which reports certain transactions. In addition, some single-member LLCs may need to attach a Pro Forma version of Form 1120. Given the substantial penalties for non-filing, it is strongly recommended that you seek professional tax guidance to ensure you are in compliance.
Wyoming LLC vs other states for non-U.S. residents
While Wyoming is not unique in allowing non-US residents and overseas entities to register an LLC, it is still an attractive option for many. But is it right for your business?
No one but you can decide that, and it shouldn’t be based on the popularity of LLCs in Wyoming. Instead, you should look at how your choice of where you form an LLC in the US could affect your business.
Some of the most common factors include:
- The location of your customers. If you are actively doing business in a particular state of the US, you may need to register there and have other financial and legal obligations there, even if you form your company elsewhere.
- How your business operates. A fully online business usually has different requirements and obligations than a company that stores inventory or leases a brick-and-mortar location outside of Wyoming.
- The platforms, banks, or partners you do business with. Some payment processors, online marketplaces, investors, or business partners may have specific requirements for registering your business.
Make sure your decision regarding where to register makes sense for your business in the long term.
Getting set up the right way before operating
Rushing into things is a bad way to stay in business. Success starts with a sturdy foundation, so before running your new business, you’ll need to focus on the groundwork.
Begin by:
- Developing a clear LLC structure and ownership records. This includes understanding the percentage of ownership and how you make important decisions in the future.
- Registering for an EIN. Almost all businesses, even those without employees, will need an Employee Identification Number (EIN) to open a bank account and file federal forms.
- Organizing your business information. You’ll need to create an easy way to store and recall important documents and filing dates to remain in compliance.
- Separating personal and business finances. Opening and funding a separate business account makes operating your business and paying taxes more straightforward.
Starting any business is complicated, but forming one in a foreign country can be really tricky. Although there are no guarantees of banking approval, tax outcomes, or business success, some overseas business owners choose to work with a company like Tailor Brands for the peace of mind that their documents are prepared and submitted properly, that all paperwork is organized, and that critical compliance issues are tracked from the start.
Conclusion
While non-US residents can form an LLC in Wyoming, doing so correctly requires familiarity with US legal requirements and careful planning. Whether you ultimately choose to form your LLC in Wyoming should depend solely on your business’s needs.
Taking the time to learn about your responsibilities before you decide where to form your LLC will help avoid delays, penalties, and compliance issues in the future. Seeking guidance from a trusted advisor early on will give you confidence and streamline the process.
With patience and knowledge, forming a Wyoming LLC as a non-US resident is very doable.
FAQ
Yes. Wyoming allows non-US residents and foreign entities to form and fully own an LLC, as long as they comply with state and federal requirements.
You don’t need to live in Wyoming, but you must appoint a registered agent with a physical address in the state.
Yes. Non-US owners can apply for an EIN by submitting IRS Form SS-4 and may write “N/A” in the SSN/ITIN field if they don’t have one.
Yes. You must file annual state reports, maintain a registered agent, and comply with federal reporting requirements such as Form 5472 if applicable.
Not always. The right state depends on where your customers, operations, and banking relationships are located, as well as your long-term business goals.