Company Incorporation for US Non-Residents

Many US non-residents are incorporating companies in the United States, some of which are operating within the country, others of which are operating entirely outside. Many non-US citizens are incorporating US companies to own their web sites even though they have no tangible connection with the US other than the registration of their company.

In general, there are no citizenship or residency requirements to incorporating a company in the US. However. there are several factors that should be considered.

Most states will not require disclosure of Director information at the time of formation but almost all will ask for this information at the time of filing the next year's Annual Report. Please ask about our Nominee Services if appropriate.

Taxation

For many people, pass through taxation, or the ability to have their entity treated as a non-tax-paying (transparent) entity is important. For US non-residents, use of an S Corporation is not possible because one of the requirements of becoming an S Corporation is that all shareholders must be US residents. This objective can be achieved by incorporating a Limited Liability Company (LLC) instead of a corporation.

Taxed as Partnership or Corporation

The LLC can, with the filing of it's Application for Employer Identification Number (Tax ID), elect to be taxed as either a partnership or a corporation. This election, with certain restraints, may be changed in subsequent years.

Return Filing

For a corporation incorporated in the US, there is an absolute requirement that it file a US tax return regardless of whether there is US income. In contrast, the LLC is taxed as a partnership and the partners (principals) must file and pay individual US taxes only if they operate a trade or business in the US or if they have US-source (effectively-connected) income.

Mixed US and Non US Source Income

In this situation, it will usually also be more advantageous to form a Limited Liability Company instead of a corporation. With a US corporation, it is taxable on its global income whereas the LLC will be taxed as discussed above.

Where to form your Company

In the US, you can create your company in any state you choose. If you plan to have an office in the US, it may be cost effective to form your company in that state. The majority of US non residents without a strong reason to form in any given jurisdiction choose Delaware or Nevada because of their business friendly environment and easy compliance requirements.

Address

Every state will require a Registered Agent/Registered Office with an address in that state for receipt of service of process or other official communications. This is not your business address or mailing address which can generally be anywhere you wish. We do however offer both services - see below. Please remember not to use your RA/RO address for anything other than official purposes as described above.

Our Office services offers a business address with mail forwarding and telephones