How to Form a US LLC in 2027 and 2028: Step by Step for Residents and Non-Residents

The limited liability company (LLC) is the most popular business structure in the United States. It protects owners from the company's debts, is simple to manage, and is taxed flexibly. LLCs are formed under state law, not federal law, so the rules, fees and timelines depend on the state you choose, and there's no requirement for the owners to be US citizens or residents. This guide explains how to form a US LLC from start to finish, whether you live in the United States or abroad.

This guide explains how to form a US LLC in 2027 and 2028: choosing the state, naming the LLC, the registered agent, filing the articles of organization, the operating agreement, getting an EIN, beneficial ownership reporting, opening a bank account, and the annual filings that keep the LLC in good standing.

This guide is general information, not legal or tax advice. State fees and rules change. Check the official state website before you file, and take tax advice on how the LLC will be taxed.

Why an LLC?

Step 1: Choose the state

You can form an LLC in any state, not just where you live. The main choices:

If you form in one state but do business in another (for example, an office or employees there), you usually need to register as a foreign LLC in that state too, paying its fees. Our guide on choosing the cheapest US state to form an LLC compares formation and annual fees.

Step 2: Name the LLC

The name must:

• be distinguishable from existing businesses on that state's register;
• include "LLC", "L.L.C." or "Limited Liability Company"; and
• avoid restricted words (such as "Bank" or "Insurance") without approval.

Search the state's business entity database first. Our Global Finder links to every state's official business search.

Step 3: Appoint a registered agent

Every LLC must have a registered agent with a physical address in the state of formation, available during business hours to accept legal documents (service of process) and official mail. If you don't live in that state, or want privacy, use a commercial registered agent. Biz E-Formations Inc. provides registered agent services and US LLC formation for owners worldwide.

Step 4: File the articles of organization

The articles of organization (called a certificate of formation in some states, such as Delaware and Texas) create the LLC. They usually include:

• the LLC's name;
• the registered agent and address;
• the principal office or mailing address;
• whether the LLC is member-managed or manager-managed; and
• the organizer (the person filing).

File online through the state's website or through a formation service, and pay the state filing fee. Many states process online filings within days; some offer paid expedited service.

Step 5: Prepare an operating agreement

The operating agreement is the LLC's internal rulebook. Not every state requires one, but you should always have one, because banks ask for it and it protects limited liability. It covers:

• ownership percentages and capital contributions;
• how profits and losses are allocated;
• who manages the LLC and makes decisions;
• what happens if a member leaves or dies; and
• how the LLC can be dissolved.

A single-member LLC should still have a short operating agreement showing the member owns 100%.

Step 6: Get an EIN

The Employer Identification Number is the LLC's federal tax ID. You'll need it to open a bank account, use payment processors and file tax forms. Owners without an SSN or ITIN can apply by fax, mail or the IRS international phone line. Our guide on how to get an EIN as a non-resident explains each route.

Step 7: Beneficial ownership (BOI) reporting

The Corporate Transparency Act introduced beneficial ownership information (BOI) reporting to FinCEN. In March 2025, FinCEN issued an interim rule that exempted companies created in the United States (domestic reporting companies) from BOI reporting, while foreign companies registered to do business in the US remain in scope. Rules in this area have changed several times, so check FinCEN's BOI page for the current position when you form the LLC.

Step 8: Open a business bank account

Use the articles of organization, the EIN letter (CP 575), the operating agreement and your passport. Traditional banks often require a branch visit; online providers are usually easier for non-residents. Our guide on how to open a business bank account in the US, UK and Canada explains what to prepare, and Biz E-Formations Inc. can help non-residents with bank account applications.

How an LLC is taxed

Foreign owners can't use S corporation status. The Form 5472 filing for foreign-owned single-member LLCs carries a $25,000 penalty if missed. Our guide on how to set up a US LLC as a non-resident covers the non-resident tax rules in detail.

Annual compliance

Missing annual reports can lead to the LLC being administratively dissolved by the state. Keep a calendar.

Forming an LLC as a non-resident

Non-residents form US LLCs every day. The main practical points:

1. Choose the state for cost and privacy; Wyoming and New Mexico are common.
2. Use a registered agent in that state.
3. Use a US mailing address for IRS and bank post.
4. Get the EIN by fax or the IRS international line.
5. Open a bank account, often with an online provider.
6. File Form 5472 every year if you're the sole foreign owner.
7. Consider your home country's tax rules, which may tax the LLC's profits.

Step-by-step summary

1. Choose the state.
2. Check and choose the name.
3. Appoint a registered agent.
4. File the articles of organization and pay the fee.
5. Sign an operating agreement.
6. Apply for the EIN.
7. Check BOI reporting requirements.
8. Open a business bank account.
9. Diary annual reports and tax filings.

Common mistakes

1. Forming in Delaware or Wyoming but operating in another state without registering there as a foreign LLC.
2. No operating agreement, leading to bank rejections and disputes between members.
3. Forgetting Form 5472 as a foreign single-member LLC owner.
4. Letting the registered agent lapse, causing missed legal documents and loss of good standing.
5. Mixing personal and LLC funds, which can weaken limited liability.
6. Missing annual reports, leading to administrative dissolution.

Practical scenarios

A UK founder selling software

A UK resident formed a Wyoming LLC for US customers, used a commercial registered agent, got an EIN through the IRS international line, opened an online business account, and files Form 5472 with a pro forma 1120 each April.

Two US partners opening a café

Two Texas residents formed a Texas LLC, signed an operating agreement setting 60/40 ownership, got an EIN online, registered for state sales tax, and file Form 1065 each year.

An LLC formed in the wrong state

An owner in California formed a Wyoming LLC to save fees but ran the business from California. They had to register the LLC in California as a foreign LLC and pay California's annual fees as well, so forming in California would have been simpler.

Checklist

How to form a US LLC: member-managed or manager-managed?

When you file the articles, you usually choose how the LLC is managed:

Most single-member and small LLCs are member-managed. Choose manager-managed if some owners won't be involved in daily decisions.

LLC versus corporation

If you plan to raise venture capital, investors often prefer a Delaware C corporation. For most small businesses, freelancers and e-commerce sellers, an LLC is simpler.

Costs to budget for

Our state fees guide compares the filing and annual costs state by state.

Payments, marketplaces and the LLC

Many founders form an LLC so they can use US payment processors and marketplaces. To set them up smoothly:

• use the LLC's exact legal name and EIN;
• connect a business bank account in the LLC's name;
• describe your products and customers clearly; and
• keep the LLC in good standing with the state, because providers check.

If a provider pauses payouts, our guide to getting funds released by PayPal, Stripe, Wise or Amazon explains how to respond.

Keeping the LLC separate from you

Limited liability depends on treating the LLC as a separate business:

1. Separate bank account; never pay personal bills from it.
2. Sign contracts in the LLC's name, as a member or manager.
3. Keep records of money you put in and take out.
4. Keep the LLC in good standing with annual reports and a registered agent.
5. Adequately fund the business for its obligations.

Courts can disregard the LLC ("pierce the veil") where owners treat it as their personal piggy bank.

Changing or closing the LLC later

• Adding members: update the operating agreement and, if the LLC changes from single-member to multi-member, its tax classification changes too (from disregarded entity to partnership).
• Changing the registered agent or address: file the state's change form.
• Moving states: some states allow domestication (conversion) to another state; otherwise you form a new LLC.
• Closing: file articles of dissolution with the state, file final federal returns (marked final), and ask the IRS to close the EIN account.

State-by-state notes for popular choices

Always confirm current fees and deadlines on the state's official website before filing. Our Global Finder links to every state's business registry.

How to form a US LLC: documents to keep

Create a simple company file the day the LLC is formed:

1. Filed articles of organization with the state's stamp or confirmation.
2. Operating agreement, signed by all members.
3. EIN confirmation (CP 575 or 147C).
4. Registered agent agreement and renewal date.
5. Membership ledger showing who owns what and capital contributions.
6. Bank account documents.
7. Annual report confirmations each year.
8. Copies of federal and state tax filings.

Banks, payment providers, investors and buyers will ask for these, and having them ready avoids delays.

Sales tax and selling into the US

An LLC that sells physical goods to US customers may have sales tax obligations in states where it has a physical presence or meets that state's economic nexus thresholds. Marketplaces often collect sales tax on sellers' behalf in many states. Digital products and services are taxed differently from state to state. If you sell to US consumers, take advice on sales tax early, because liabilities can build up across many states.

Hiring in the US

If the LLC will employ people in the US, it needs:

• state payroll registrations (withholding and unemployment insurance) in each state where employees work;
• federal payroll reporting using the EIN;
• workers' compensation insurance where required; and
• correct worker classification (employee or contractor).

Many small LLCs use contractors or a payroll provider at first.

Insurance and contracts

Limited liability protects owners from the LLC's debts, but it doesn't replace insurance. Consider general liability, professional liability (errors and omissions) and cyber insurance, depending on the business. Sign every contract in the LLC's name, with your title (Member or Manager), so it's clear the LLC, not you personally, is the party.

Single-member versus multi-member LLC

If you're forming with a partner, agree the profit split, decision-making and what happens if one of you wants to leave before you file, and put it in the operating agreement.

Questions to answer before you file

1. Where will the business actually operate?
2. Who are the members, and what percentage does each own?
3. Who will manage the LLC day to day?
4. What will it sell, and to customers in which states and countries?
5. How will it be taxed: default treatment, or an election to be taxed as a corporation?
6. Which registered agent and US address will you use?
7. How will you get paid: which bank and payment processors?
8. Who will handle annual reports and tax filings?

Clear answers to these make the formation, the EIN application and the bank account straightforward. Biz E-Formations Inc. can work through them with you as part of US LLC formation.

How long does it take?

Most non-resident founders have a formed LLC, an EIN and an application in with a bank within one to two weeks.

Key takeaways

• Form the LLC in the state where you'll do business, or choose a low-cost state if you're a non-resident with no US presence.
• Every LLC needs a registered agent, articles of organization and, in practice, an operating agreement.
• Get an EIN, open a business bank account and keep the LLC's money separate.
• Foreign-owned single-member LLCs must file Form 5472 with a pro forma Form 1120 every year.
• File annual reports on time to stay in good standing.

Before you start: a quick readiness check

Have these ready before you file: the state you'll form in, two or three name options, your registered agent, the members and their ownership percentages, and a US mailing address for IRS letters. With these decided, the articles, operating agreement and EIN application can all be completed in the same week.

Related guides

• How to choose the cheapest US state to form an LLC
• How to set up a US LLC as a non-resident
• How to get an EIN as a non-resident
• How to get an ITIN

The bottom line

To form a US LLC, choose the right state, check the name, appoint a registered agent, file the articles of organization, sign an operating agreement and get an EIN. Then open a bank account and keep up with annual reports and IRS filings, especially Form 5472 if you're a foreign owner. Biz E-Formations Inc. handles US LLC formation, registered agent service, EINs and bank account support for founders worldwide.