OFFSHORECAPITALISTDiscuss your plans

US company formation & banking

A US LLC setup that connects the entity, registrations, address and banking.

New York, United States

For owners who need a usable US entity and want the setup coordinated. We establish why the company is needed, how it will operate and which banking or payment functions are essential before choosing the state and confirming the package.

Choose your jurisdiction and legal form

Our priority formation states are Wyoming, Delaware, Nevada, Florida and South Dakota, in that order. The right selection still depends on the activity, investors and where the business will operate. Registration in other states may also be required.

JurisdictionLegal formKey distinctionService details
WyomingLimited liability company (LLC)A Wyoming LLC with an ownership and management agreement designed around the business. Tax classification and foreign-owner reporting need their own assessment.Explore the service
WyomingBusiness corporationA Wyoming stock corporation for a business that needs shares, directors and a corporate governance structure. Federal tax treatment is a separate decision.Explore the service
DelawareLimited liability company (LLC)A Delaware LLC with an ownership and management agreement designed around the business. Tax classification and foreign-owner reporting need their own assessment.Explore the service
DelawareBusiness corporationA Delaware stock corporation for a business that needs shares, directors and a corporate governance structure. Federal tax treatment is a separate decision.Explore the service
NevadaLimited liability company (LLC)A Nevada LLC with an ownership and management agreement designed around the business. Tax classification and foreign-owner reporting need their own assessment.Explore the service
NevadaBusiness corporationA Nevada stock corporation for a business that needs shares, directors and a corporate governance structure. Federal tax treatment is a separate decision.Explore the service
FloridaLimited liability company (LLC)A Florida LLC with an ownership and management agreement designed around the business. Tax classification and foreign-owner reporting need their own assessment.Explore the service
FloridaBusiness corporationA Florida stock corporation for a business that needs shares, directors and a corporate governance structure. Federal tax treatment is a separate decision.Explore the service
South DakotaLimited liability company (LLC)A South Dakota LLC with an ownership and management agreement designed around the business. Tax classification and foreign-owner reporting need their own assessment.Explore the service
South DakotaBusiness corporationA South Dakota stock corporation for a business that needs shares, directors and a corporate governance structure. Federal tax treatment is a separate decision.Explore the service

Wyoming limited liability company (LLC)

An ordinary Wyoming LLC, with particular attention to foreign owners. Other states, corporate elections, regulated businesses and investment structures need their own analysis. Wyoming formation and U.S. federal tax classification are separate decisions. These are government requirements and planning checkpoints, not an Offshore Capitalist price or a promise that every applicant can obtain an account.

Official-source research checked 2026-10-11

State filing
Articles of Organization

The formation document creates the Wyoming LLC. It asks for the name, registered agent, mailing and principal office addresses, organiser signature and contact information.[1]

Registered agent
Physical address in Wyoming required

The agent must consent to appointment and satisfy Wyoming eligibility requirements. A drop box alone is insufficient. The agent’s function does not make it your operating office or management team.[1][21]

One owner
Default federal income-tax treatment: disregarded entity

Unless it elects corporate treatment, a single-member LLC is generally disregarded for federal income tax. Employment, excise and foreign-owner information-reporting rules can still treat it separately.[4]

Two or more owners
Default federal treatment: partnership

A domestic multi-member LLC generally defaults to partnership taxation unless it elects corporate treatment. Adding an owner therefore deserves a tax review, not just a membership amendment.[4]

Federal tax identification
EIN through the IRS

The IRS issues EINs free. A foreign responsible party who lacks and is ineligible for an SSN or ITIN can use the applicable SS-4 procedure; online availability is a separate question.[5][6]

Corporate Transparency Act reporting
U.S.-created entities exempt under the current final rule

FinCEN’s final exemption took effect 14 August 2026. A Wyoming-created LLC is different from an overseas company registering to do business in the United States.[9]

What the engagement can cover

  • US LLC formation; Wyoming is commonly used, with other states considered where the circumstances support them.
  • EIN and agreed government-registration work.
  • Registered agent and address components.
  • Business bank-account setup within the accepted package scope.
  • Payment-processing assistance where relevant and expressly included.

The proposal confirms the exact registrations, provider components, applicants and third-party charges. Any additional tax analysis, licences or professional work is identified before you proceed.

Tax and management in United States

Domestic corporations are generally within federal income tax on worldwide income, subject to foreign-income relief and anti-deferral rules. A corporation, partnership and disregarded LLC are different tax classifications. State and local taxes must be modelled separately.

Federal domestic corporate classification principally follows creation or organisation under US law, rather than a standalone place-of-management residence test. US business, agency, state nexus and anti-inversion rules can nevertheless matter to a foreign entity.

Read the corporate tax guide

What you receive

  • The issued company and registration records covered by the engagement.
  • Confirmed registered-agent and address relationships.
  • Banking implementation and the account information supplied on completion.
  • A handover identifying annual company responsibilities and any remaining registrations or filings.

Costs to budget for

Government charges

These are authority charges for the specified route. Our service fee and other provider costs are quoted separately.

ItemAmountWhat it covers
Wyoming LLC Articles of OrganizationUSD 100State formation filing fee. Payment processing, registered-agent, address and professional charges are separate.[2]
Annual report licence taxUSD 60 minimum; or 0.0002 × Wyoming assets if greaterBased on assets located and employed in Wyoming, not worldwide revenue or profit. The calculation can exceed USD 60. Check any online convenience charge at filing.[2]
IRS EIN applicationUSD 0The IRS does not charge to assign an EIN. A provider may separately charge for preparation or assistance; that is not an IRS fee.[5]
Other-state filings and licencesUSD Depends on actual activitiesRegistration in Wyoming does not cover qualification, licences or tax registrations in every other state. These are additional if applicable.[19]

We confirm the setup fee after reviewing your activity, ownership and intended use. The quote separates our work, government or registry charges, external provider costs and recurring obligations. There is no public flat price for an unspecified setup.

Initial setup

Formation, registrations, certification, translation and agreed implementation work.

Recurring costs

Local address or agent, administration, accounts, returns, licences and any genuine management arrangement.

Separate workstreams

Banking, residence, tax analysis, legal opinions and regulated-activity permissions where required.

Setup process & timing

Follow the sequence from preparation to operation. Published government processing targets apply to the stated filing stage; banking, document preparation and additional permissions have their own dependencies.

01Choose the state and tax treatmentBefore filing+

Test whether Wyoming fits the activity, ownership and investor plans. A business operating in another state may need registration there too. Agree whether the default LLC treatment fits before making an election or bringing in additional owners.

Documents & evidence

  • Operating-country and state map
  • Ownership plan
Common complications
  • Choosing a state solely from a low-fee comparison
  • Assuming all LLCs have the same tax return
References [19][4]
02Appoint the agent and form the LLCOnline formation can be active immediately; paper review up to 15 business days+

The Secretary of State publishes these administrative times. Preparation and corrections come first, and the state does not offer statutory expedited paper filing. Registry completion is distinct from EIN, banking and payment onboarding.

Documents & evidence

  • Articles of Organization
  • Registered-agent consent
Common complications
  • Inconsistent legal names and addresses
  • Assuming an expedited service fee buys expedited state processing
References [3][1]
03Document the ownership and governanceAfter formation, before operating+

Set the membership and signing authority, document funding and arrange records that distinguish business and personal transactions. Agree how co-owners authorise payments and retain company documents.

Documents & evidence

  • Operating agreement
  • Ownership schedule
  • Initial funding record
Common complications
  • Leaving ownership percentages or signing powers implicit
References [18]
04Obtain the EINIRS guidance: fax generally about 4 business days; mail about 4 weeks+

International applicants with a principal business outside the U.S. may apply by phone, fax or mail. These are IRS estimates, subject to delays, not end-to-end package timing. Preserve the issued confirmation and use consistent entity details.

Documents & evidence

  • Completed SS-4
  • Authorised signature or designee details
Common complications
  • Using a nominee instead of the real responsible party
  • Filing duplicate applications because confirmation is delayed
References [5][6]
05Complete account and payment onboardingInstitution-specific, after the necessary company evidence is available+

Assess the business and owner profile against the available institution’s criteria. Confirm currencies, transaction routes, address rules and payment-processing needs. Answer questions consistently with the company’s contracts and tax classification.

Documents & evidence

  • Company evidence
  • EIN confirmation
  • Identity and beneficial ownership
  • Business explanation
Common complications
  • Treating an EIN as automatic bank approval
  • Calling a fintech account a bank without checking the actual provider
References [10][18]
06Set the compliance calendar and hand overBefore the first reporting deadline+

Assign responsibility for the Wyoming annual report, federal returns, any owner returns and other-state registrations. The review should also capture what changes require fresh advice: a U.S. hire, inventory, a new owner, a relocation or a corporate tax election.

Documents & evidence

  • Deadline calendar
  • Records and account access
  • Named filing responsibilities
Common complications
  • Equating no income tax with no return
  • Assuming an annual state renewal covers federal reporting
References [7][19]

Document checklist

Track your preparation in this browser. Final requirements depend on the route and filing authority.

0 prepared

Document sources [1][18][6][10][7][12][19]

Ongoing obligations & deadlines

Wyoming annual report and licence tax

First day of the incorporation anniversary month, each year

If formed on 18 October, the annual-report cycle is based on 1 October. The minimum tax is USD 60; use the asset formula if higher. Failure to pay within 60 days of the due date exposes the entity to dissolution.[1][2]

Registered agent and reliable official correspondence

Continuously

Keep an eligible agent and current contact arrangements. Agree how notices reach the owner and who handles any change of address or agent.[21]

Form 5472 with pro forma Form 1120, when required

Form 1120 due date, including a valid extension; normally 15 April for a calendar year

A wholly foreign-owned U.S. disregarded entity with reportable related-party transactions generally files this package. Formation contributions and distributions can count. Use the dedicated foreign-owned-DE filing procedure; current instructions require fax or mail rather than ordinary e-filing.[7][8]

Partnership, corporation or owner income-tax returns

Depends on federal classification and the taxpayer’s facts

Multi-member default partnerships generally use Form 1065. A corporate election changes the entity return. A nonresident owner may need Form 1040-NR for relevant U.S. income. Determine obligations rather than ordering a generic LLC return.[15][4][13]

Withholding for foreign partners

During the year and on applicable annual reporting dates

A partnership with effectively connected taxable income allocable to foreign partners can owe section 1446 withholding even without cash distributions. Reserve cash and obtain the partners’ tax documentation.[16]

State and local tax, licence and employer duties

According to each applicable registration

Actual activity can create sales-tax, payroll or other-state obligations. Review new employees, inventory and sales markets before expanding.[20]

FinCEN BOI status and bank ownership records

Review when rules or the entity’s circumstances change

Current domestic-entity BOI exemption does not remove IRS disclosures or a bank’s customer due diligence. FinCEN’s February 2026 relief for repeat accounts did not abolish first-account ownership checks.[9][11]

Tax, banking & practical questions

A U.S. LLC does not have one universal tax result

State-law limited liability and federal tax treatment answer different questions. Default disregard generally places the income-tax analysis with the owner; it does not turn all receipts into exempt income. A corporate election and a second member can materially change the result.

Before choosing the structure, compare how the owner’s residence country classifies the same LLC. Cross-border advice should address any mismatch rather than assuming the U.S. classification is recognised everywhere.

[4]
Foreign owners need an income-source and activity analysis

For a nonresident individual, relevant categories include income effectively connected with a U.S. trade or business and certain U.S.-source investment or other FDAP income. Foreign-source income is generally outside U.S. tax unless an exception brings it into ECI.

People performing services in the U.S., U.S. operations and inventory can change the analysis. A U.S. customer or bank account is not a complete tax test. Establish the operational facts, then examine domestic law and any applicable treaty.

[13][14][12]
No revenue does not necessarily mean no information return

Form 5472 reporting for foreign-owned disregarded entities can capture formation funding and related-party transfers. Failure to file properly can produce a USD 25,000 penalty, with further penalties for continuing failure. Arrange the reporting review before the first deadline rather than waiting for profit.

[7]
Bank transparency remains after the BOI exemption

A U.S.-created LLC is currently exempt from CTA reporting to FinCEN, including where its owner is foreign. That does not make it anonymous: financial institutions apply their customer-identification and beneficial-ownership rules, and tax filings can disclose foreign ownership.

FinCEN’s 2026 repeat-account relief lets covered institutions avoid duplicating ownership verification at every new account in specified circumstances. They still perform initial and risk-based checks. Prepare a coherent ownership and business file from the outset.

[9][11]
Do not copy a U.S. resident’s S-corporation strategy

An S corporation cannot have a nonresident alien as a direct shareholder. Popular U.S. small-business advice about S elections therefore cannot simply be transferred to an overseas owner. Establish tax residence and shareholder eligibility first.

[17]

Why work with us

  • Formation is coordinated with the banking and operational needs of the actual business.
  • The team identifies where management, residence, tax or platform questions need separate analysis before you commit.
  • You have a defined implementation scope and a handover that explains the continuing responsibilities.

Things to watch out for

The registered agent is not operating substance

A statutory service address does not establish where services are performed, management occurs or inventory is held. Those facts need their own tax analysis.[1][12]

Wyoming is not an exemption from other states

If the company operates elsewhere, foreign qualification, local licences, sales-tax or employer registrations may still be required. Here “foreign” can mean formed in another U.S. state.[19][20]

The federal information return can matter more than the state fee

The low state filing fee should not distract from foreign-owner reporting. Assign a competent preparer and maintain the records needed for the correct return.[7]

An additional owner is a structural change

Admitting a partner may change default tax classification and introduce allocation and withholding work. Model this before documenting an ownership transfer.[4][15]

Old BOI instructions can now be wrong

Older guides saying every Wyoming LLC must file a CTA report do not reflect the August 2026 final rule. Use current FinCEN guidance, while retaining bank and IRS compliance.[9]

Sources & research notes21 references

Confirm in your scope

  • The guide concerns an ordinary Wyoming LLC only. It does not assert suitability for every activity or replace a comparison with the state where the business operates.
  • Exact Offshore Capitalist package deliverables, number and type of accounts, professional costs and renewal terms are confirmed in the written proposal.
  • Bank and processor eligibility, travel requirements and completion dates need a current institution-specific assessment.

An established package category, subject to current route availability and acceptance of your activity and applicant profile.

Get the details right.

Tell us about your plans. We’ll establish the scope and the next step.

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