Key takeaways
- Non-U.S. citizens and non-residents can form and own 100% of a U.S. LLC.
- You do not need an SSN or a trip to the U.S. The company can get an EIN without an SSN.
- Choose the state based on where you will actually operate, not on popularity.
- Foreign-owned single-member LLCs must file Form 5472 every year, even with no income.
- An LLC does not give you the right to live or work in the U.S.
A U.S. limited liability company (LLC) is one of the most practical ways for a foreign entrepreneur to sell to U.S. customers, accept payments through U.S. platforms and separate business risk from personal assets. The good news: you don't need to be a U.S. citizen, resident or visitor to set one up.
Who can own a U.S. LLC
Anyone. No U.S. state requires LLC members to be U.S. citizens or residents. You can own 100% of the company from Poland or anywhere else, and you can form it without traveling to the United States.
Step 1: Choose the state
You can form an LLC in any of the 50 states. Online advice often points to Delaware or Wyoming, and both have advantages. But the most important question is where your company will actually do business. If you'll have an office, staff or significant operations in a particular state, such as California, that state will generally require your LLC to register there too, with its own fees and filings. Forming elsewhere can mean paying twice.
For a purely online business with no U.S. physical presence, the choice is more flexible. We recommend a state after looking at your clients, operations and tax position.
Step 2: File the articles of organization
The LLC comes into existence when the state accepts its formation document, usually called the articles of organization or certificate of formation. Every LLC must also have a registered agent with an address in the state to receive official mail and legal notices.
Step 3: Get an EIN
An Employer Identification Number (EIN) is the company's federal tax ID. You need it to open a bank account, sign up for payment platforms and file tax returns. Owners without an SSN or ITIN can still get an EIN for their LLC. The application just follows a different route than the online form U.S. residents use.
Step 4: Put an operating agreement in place
An operating agreement sets out who owns the company, how decisions are made and what happens if an owner leaves. Even single-member LLCs benefit from one: banks often ask for it, and it supports the separation between you and your company.
Step 5: Banking and payments
With formation documents and an EIN, you can apply for a U.S. business bank account. Some banks require an in-person visit, but there are providers that work with non-resident owners remotely. Totu Legal introduces its clients to a third-party provider that can help.
Filings you must not miss
- State annual report and fee: most states require one every year.
- Registered agent: must be maintained at all times.
- Form 5472 with a pro forma Form 1120: a single-member LLC owned by a foreign person must file this federal information return every year, even if the company had no income. The penalty for failing to file starts at $25,000.
- Income tax filings: if the LLC has U.S.-source income or a U.S. trade or business, additional returns may apply.
See U.S. & Polish tax filings for help with these.
An LLC is not a visa
Owning a U.S. company does not, on its own, allow you to live or work in the United States. If relocation is your goal, the company is often step one, and the visa is step two. For Polish citizens, the E-2 treaty investor visa is usually the first option to consider.
Get it set up correctly
Totu Legal forms U.S. LLCs for non-residents remotely, from state selection and filing to the EIN and operating agreement. Learn more about our LLC formation service.
