How to Form an LLC in Delaware or Nevada for Non-Residents: The Ultimate 2026 Guide

The Gateway to the American Economy

For international entrepreneurs, the United States represents more than just a market; it represents credibility, stability, and access to the world's most robust financial infrastructure. Whether you are an e-commerce seller in Europe, a SaaS founder in Asia, or a freelancer in South America, having a US-based entity is often the key to unlocking payment gateways (like Stripe), accessing venture capital, and selling to American customers with ease.

The vehicle of choice for 90% of these entrepreneurs is the Limited Liability Company (LLC).

However, the path to forming a US LLC as a non-resident is paved with misconceptions, bureaucratic hurdles, and expensive pitfalls. Should you incorporate in Delaware, the gold standard for startups? Or Nevada, the haven of privacy? Or perhaps Wyoming, the cost-effective underdog?

In 2026, the regulations surrounding beneficial ownership (specifically the Corporate Transparency Act) have tightened, making it more critical than ever to get the process right the first time. A mistake in your tax classification or Registered Agent selection can lead to thousands of dollars in fines or the freezing of your business bank accounts.

This comprehensive guide is not just a list of steps; it is a strategic manual. We will dissect the legal nuances between Delaware and Nevada, guide you through the labyrinth of obtaining an EIN without a Social Security Number (SSN), and reveal the banking solutions that actually accept non-residents in 2026.

Part 1: Why a US LLC? The Strategic Advantage

Before we dive into the paperwork, we must understand the why. Why are thousands of non-residents flocking to form US LLCs every month? The answer lies in three high-value pillars: Liability Protection, Tax Flexibility, and Global Credibility.

1. The Corporate Veil (Liability Protection)

The primary function of an LLC is to create a legal separation between you (the individual) and your business. If your business is sued or goes bankrupt, your personal assets—your home, your car, your personal savings—are theoretically protected. This is known as the "Corporate Veil." For non-residents selling into the litigious US market, this protection is non-negotiable.

2. Pass-Through Taxation

Unlike a C-Corporation, which faces "double taxation" (tax on corporate profits + tax on dividends), an LLC is a "pass-through" entity. The business itself pays no income tax. Instead, profits "pass through" to the owners (members), who report it on their personal returns.

  • The Non-Resident Bonus: If you are a non-resident alien, you have no physical presence in the US, and you have no US-sourced income (Dependent Agent issue), you might owe $0 in US federal income tax. ( Note: This is complex and discussed in Part 6 ).

3. Access to the US Banking System

This is the biggest driver for modern digital entrepreneurs. You cannot open a Stripe account, a PayPal Business account, or a US Amazon Seller Central account without a valid US entity and bank account. An LLC is your ticket to the global financial ecosystem.

Part 2: The Great Debate: Delaware vs. Nevada vs. Wyoming

When you form an LLC, you must choose a "home state." You don't have to live there; you just have to register there. For non-residents, three states dominate the conversation.

1. Delaware: The Investor's Choice

Delaware is famous for one thing: The Court of Chancery. It is a specialized court system that deals only with business disputes, presided over by judges (not juries).

  • Pros:

    • Prestige: 68% of Fortune 500 companies are incorporated here. Investors and VCs prefer Delaware C-Corps (which an LLC can easily convert to).

    • Privacy: Owners' names are not required on the formation documents.

  • Cons:

    • Cost: Higher filing fees and a mandatory Franchise Tax (currently $300/year minimum).

    • Complexity: Overkill for a simple solopreneur.

2. Nevada: The Privacy Fortress

Nevada markets itself as the Switzerland of America. It focuses heavily on asset protection and privacy.

  • Pros:

    • No Information Sharing: Nevada does not share corporate tax information with the IRS (though federal laws are changing this dynamic).

    • Strong Corporate Veil: It is notoriously difficult for creditors to pierce the corporate veil in Nevada.

  • Cons:

    • Expensive: High initial filing fees and an annual Business License fee ($350+) make it one of the priciest options.

    • Stigma: Sometimes associated with "shady" shell companies, which can trigger stricter compliance checks from banks.

3. Wyoming: The Budget-Friendly Underdog

For 90% of small online businesses (e-commerce, freelancers), Wyoming is actually the best choice, beating both Delaware and Nevada.

  • Pros:

    • Cost: Low filing fees ($100) and low annual fees ($60).

    • Privacy: Allows "Nominee" services to keep your name off public records.

    • Simplicity: Very little bureaucracy.

  • Cons:

    • Less prestige than Delaware if you plan to go public (IPO).

The Verdict for 2026:

  • If you plan to raise Venture Capital: Choose Delaware.

  • If you want maximum privacy and have a high budget: Choose Nevada.

  • If you are a bootstrapped online business owner: Choose Wyoming.

Part 3: Step-by-Step Guide to Formation

This section outlines the exact process. Note that as a non-resident, you cannot simply walk into a government office. You need a liaison.

Step 1: Name Your Company

You must conduct a business name availability search in your chosen state's database.

  • Requirement: The name must include "Limited Liability Company," "L.L.C.," or "LLC."

  • Strategy: Check for the domain name (.com) availability simultaneously. A brand mismatch between your legal name and domain name can cause verification issues with banks later.

Step 2: Hire a Registered Agent (Crucial)

A Registered Agent is a person or service physically located in the state of formation who is authorized to receive legal documents (Service of Process) on your behalf.

  • Why Non-Residents Need One: Since you do not live in the US, you cannot be your own Registered Agent. You must hire a service.

  • Cost: $50 - $200 per year.

  • Recommendation: Use reputable services like Northwest Registered Agent or ZenBusiness. Avoid the cheapest options, as they often upsell aggressively or lose critical mail.

Step 3: File the "Articles of Organization"

This is the birth certificate of your company.

  • Delaware: Called "Certificate of Formation."

  • Nevada/Wyoming: Called "Articles of Organization."

  • The Process: Your Registered Agent will usually handle this filing for you. You will provide them with your details, and they submit the document to the Secretary of State.

  • Processing Time: 2-3 weeks (standard) or 24 hours (expedited for an extra fee).

Part 4: The Irony of the EIN (Employer Identification Number)

The EIN is the social security number for your business. Without it, you cannot open a bank account or hire employees.

The Problem: The online EIN application on the IRS website works only if you have a US Social Security Number (SSN) or ITIN. If you are a non-resident without these, the online button is useless to you.

The Solution: Form SS-4 (The Fax/Mail Method)

  1. Download Form SS-4: This is the "Application for Employer Identification Number."

  2. Fill it Correctly:

    • Box 7b (SSN/ITIN): Write "Foreign/Non-Resident" if you don't have an ITIN.

    • Box 10 (Reason for Applying): Check "Started a new business."

  3. Third-Party Designee: If you hire a service to do this, you must authorize them here.

  4. Fax it to the IRS: Yes, the IRS still uses fax machines. There is a specific fax number for international applicants.

    • Pro Tip: Use an online fax service like HelloFax.

  5. The Wait: As of 2026, processing times for international faxed EINs can take 14 to 30 business days. Do not plan to open your bank account the day after forming your LLC. It takes time.

Part 5: The Operating Agreement (The Internal Rulebook)

Many non-residents skip this because it is not required to be filed with the state. Do not skip this.

The Operating Agreement is an internal legal document that outlines who owns the company (you) and how decisions are made.

  • Why You Need It:

    • Bank Requirement: 99% of US banks will ask to see this document to verify that you are the beneficial owner authorized to open the account.

    • Liability Protection: It proves that your LLC is a legitimate business, not just a shell, strengthening the Corporate Veil.

Part 6: US Business Banking for Non-Residents (The Holy Grail)

Once you have your LLC approved, your Articles of Organization, and your EIN letter (Form CP 575), you are ready to bank.

The Challenge: Post-9/11 "Know Your Customer" (KYC) laws make it very hard for non-residents to open accounts at traditional banks (Chase, Wells Fargo, Bank of America) without physically visiting a branch in the US.

The Solution: Fintech Banks (Neobanks) Several US Fintech platforms cater specifically to international founders. They allow remote opening.

1. Mercury

  • Best For: Tech startups and e-commerce.

  • Requirements: LLC docs, EIN, Passport, and a professional website.

  • Pros: No monthly fees, great interface, integrates with Stripe/Shopify.

2. Relay Financial

  • Best For: Profit First budgeting and multiple debit cards.

  • Pros: Very friendly to non-residents, allows multiple sub-accounts.

3. Brex

  • Best For: Funded startups (VC backed).

  • Note: Brex has tightened requirements recently and may require significant funding or US operations.

The Process:

  1. Apply online (upload PDFs of your documents).

  2. Record a short video selfie (identity verification).

  3. Provide a US address (Use your Registered Agent's address or a Virtual Mailbox address, not a PO Box).

  4. Wait 1-3 days for approval.

Part 7: Taxation – The Elephant in the Room

Disclaimer: I am an AI, not a CPA. This is educational information, not tax advice.

The taxation of a US LLC owned by a non-resident is one of the most complex topics in international law.

Scenario A: Disregarded Entity (Single-Member LLC)

If you are the only owner, the IRS considers the LLC a "Disregarded Entity." The LLC pays no tax. You pay tax.

  • ETBUS (Engaged in Trade or Business in the US): This is the golden rule. You are generally only taxed if you are "ETBUS."

    • You are likely ETBUS if: You have employees in the US, a warehouse (owned, not 3PL), or a physical office.

    • You are likely NOT ETBUS if: You are purely digital, work from your home country, and use US services (like Amazon FBA warehouses or hosting) as an independent contractor.

  • The Result: If you are NOT ETBUS, your US-sourced income may be tax-free in the US (you still owe tax in your home country).

Scenario B: Form 5472 and 1120 (The Reporting Requirement)

Even if you owe $0 tax, YOU MUST FILE.

  • The Form: Pro-forma Form 1120 + Form 5472.

  • The Penalty: The penalty for failing to file Form 5472 is $25,000.

  • Deadline: usually April 15th of the following year.

Scenario C: Selling Physical Goods (Sales Tax)

If you sell on Shopify to US customers, you must understand Economic Nexus.

  • If you sell more than $100,000 (or 200 transactions) into a specific state (e.g., California), you may need to register for Sales Tax in that state, collect it from customers, and remit it to the state.

  • Amazon/Ebay sellers: The marketplace usually handles this for you (Marketplace Facilitator Laws).

Part 8: The Corporate Transparency Act (CTA) – 2026 Update

Effective January 1, 2024, and continuing into 2026, a new law requires almost all US LLCs to file a Beneficial Ownership Information (BOI) report with FinCEN (Financial Crimes Enforcement Network).

  • What is it? A report declaring who the actual humans are behind the company.

  • Deadline: For companies formed in 2026, you have 90 days from formation to file.

  • Required Data: Passport photo and residential address of the owner.

  • Privacy Impact: This information is not public (like the state records in Nevada) but is available to law enforcement.

  • Penalty: Civil penalties of up to $500 per day for non-compliance.

Part 9: Maintaining Your LLC (Don't Let It Die)

Forming the LLC is just the beginning. To keep it alive ("Good Standing"), you must pay your dues.

Delaware Maintenance

  • Franchise Tax: Flat fee of $300 due every year by June 1st.

  • Registered Agent Fee: ~$100-$200/year.

Nevada Maintenance

  • Annual List of Managers: Due annually (end of anniversary month). Fee: $150.

  • Business License: Due annually. Fee: $200.

  • Total: ~$350/year (one of the highest).

Wyoming Maintenance

  • Annual Report: Due annually (first day of anniversary month).

  • License Tax: $60 minimum (or based on assets in the state).

  • Total: ~$60/year (very cheap).

Conclusion: Your American Dream Starts with Paperwork

Forming a US LLC as a non-resident in 2026 is a superpower. It gives you a shield of liability protection, a sword of financial credibility, and a vehicle to trade with the world's largest economy.

However, the landscape has shifted. The days of anonymous shell companies are ending with the Corporate Transparency Act. The days of easy banking are gone without solid documentation.

Your Action Plan:

  1. Choose your state: Wyoming for cost/simplicity, Delaware for investors.

  2. Hire a pro: Use a professional Registered Agent service.

  3. Be patient with the EIN: Factor in the 30-day wait time.

  4. Stay compliant: File your BOI report and Form 5472 religiously.

The paperwork is boring, but the freedom it buys you—the ability to earn in USD and operate globally—is priceless.

Frequently Asked Questions (FAQ)

Q: Can I use my home address in my country for the LLC? A: For the Articles of Organization, most states require a US address (which your Registered Agent provides). However, for the banking application and internal documents, you should use your real residential address abroad. Do not lie about where you live.

Q: Do I need a US Visa to own a US LLC? A: No. You can own a US company without ever setting foot in the US. However, owning the LLC does not give you the right to work in the US or get a Green Card. You are an investor/owner, not a US employee.

Q: Can I open a personal bank account in the US too? A: Generally, no. Without a US residential address and SSN, opening a personal account remotely is nearly impossible. Stick to the business account for your LLC.

Q: What happens if I ignore the Form 5472 requirement? A: The IRS can assess a $25,000 penalty. They can also audit your US business activities. Since the IRS shares data with many treaty countries, this could cause problems in your home country as well.

Q: Is Stripe Atlas worth it? A: Stripe Atlas is a popular "all-in-one" service that forms a Delaware C-Corp or LLC for $500. It is convenient but rigid. It forces you into Delaware (which might be too expensive for you) and has standard templates that may not fit every non-resident's needs. For a simple Wyoming LLC, doing it manually with a Registered Agent is often cheaper and better tailored.