Can a foreigner start a company in the U.S.?
Yes. U.S. states let anyone form and own a company, regardless of citizenship or residence. You don't need a U.S. address of your own, a Social Security number or a visit to the United States. Every company does need a registered agent in its state of formation, and a U.S. bank account usually comes next.
What a company doesn't give you is permission to live or work in the U.S. You can run a U.S. company from abroad indefinitely. If you want to move to the United States to run it, the company is often the first step and the E-2 investor visa is a separate application. We can plan both from the start.
LLC, corporation or subsidiary?
- LLC (limited liability company): the most common choice for foreign founders. It protects your personal assets, is simple to run and offers flexible taxation. A good fit for service businesses, online stores, software and holding structures. See U.S. LLC formation.
- C-corporation: the standard for startups that plan to raise venture capital or issue stock options. The corporation pays its own corporate income tax. See U.S. corporation formation.
- Subsidiary of your existing company: if you already run a company in Poland or elsewhere, a U.S. subsidiary owned by that company can make sense for expansion, contracts and taxes.
- S-corporation: often mentioned online, but not available to owners who are not U.S. citizens or residents.
Choosing a state
You can form your company in any state, and you don't have to live there. Delaware offers well-developed corporate law and is expected by many investors. Wyoming and Florida are popular for low costs and simple administration. California has an annual minimum franchise tax of $800 for most companies. If your business will have an office, employees or significant operations in a particular state, it will usually have to register there too, which is why we start with where you will really operate.
Step by step
- Choose the structure and state based on your business, your investors and your taxes.
- Check the name and reserve it if needed.
- File the formation documents (articles of organization for an LLC, articles of incorporation for a corporation) and appoint a registered agent.
- Prepare the founding documents: an operating agreement, or bylaws, board consents and share issuance.
- Get an EIN from the IRS. Owners without an SSN use a separate process, which we handle.
- Open a U.S. business bank account and connect payment platforms.
- Set up compliance: annual reports, registered agent renewals and the tax forms that apply to you.
Taxes and annual obligations
Most states require an annual report and fee. A single-member LLC owned by a foreign person must file Form 5472 with a pro forma Form 1120 every year, even if it had no income, and penalties for missing it start at $25,000. A C-corporation files its own federal and state tax returns. Whether you owe U.S. income tax depends on where and how the business earns money, and on any tax treaty with your home country, such as the U.S.-Poland treaty. Beneficial ownership (BOI) reporting rules changed in 2025; we confirm whether your company must file anything. Our tax filing service can handle the returns.
Contracts, disputes and growth
Once your company is running, we can help with client and supplier contracts, terms of service, partner agreements and disputes through our U.S. business law practice, so the company you set up stays protected as it grows.
How Totu Legal helps
Totu Legal is led by Marcin Podskarbi, an attorney licensed in California and admitted to the Warsaw Bar. We work with founders in English and Polish, fully remotely, and handle the structure, formation, EIN, documents and compliance plan in one engagement. Book a free case evaluation to get started.
