---
title: "Form a US LLC"
description: "Forming a US LLC without US residence: fees in Wyoming, New Mexico, Delaware, Florida, Form 5472 with a 1120, the EIN and the tax view at home."
url: "https://benefitsystems.io/en/services/form-us-llc"
published: "20 April 2026"
reviewed: "6 October 2026"
type: "Service page"
---

# Form a US LLC

**Short answer.** You can form a Limited Liability Company (LLC) in any state without US residence. You need a Registered Agent, Articles of Organization, an Operating Agreement and an [EIN](/en/glossary/employer-identification-number). The LLC opens the way to a US business account, business credit cards and USD payments. Germany and Austria usually classify it as a corporation under the type comparison test (Typenvergleich).

## Key points

- Formation is possible without US residence. State fee of $50 to $125, ongoing $0 to $400 per year plus a Registered Agent.
- An LLC with a single foreign owner files Form 5472 with a pro forma 1120 every year. The penalty for failing to do so is $25,000. Since August 2026, an LLC formed under US law no longer files a BOI report with FinCEN.
- The business account, DUNS number, business cards and business credit all build on the LLC.
- “LLC means tax-free” is a misconception. The place of management and the type comparison test determine the tax.
- Partners handle the formation itself and bill for it directly. Benefit Systems handles the EIN, address, account and cards.

## Who a US LLC suits

| Situation | Makes sense |
|---|---|
| You sell on Amazon.com or receive USD payments | yes |
| You want business cards with high limits and 0% APR | yes, see [How do you build US business credit from abroad?](/en/knowledge/us-business-credit-from-abroad) |
| You have a German GmbH and want a US sales entity | yes, with a tax advisor |
| You want to become “tax-free” while resident in Germany | no, permanent establishment and type comparison risk |
| High-risk industry such as crypto or gambling | no, bank onboarding fails |

*Assessment before formation. The tax assessment is made by your tax advisor.*

## State comparison

Without US residence the choice usually falls on Wyoming or New Mexico. Delaware only pays off when investors require it, Florida when you plan to move there.

| State | Formation | Ongoing per year |
|---|---|---|
| Wyoming | $100 | Annual Report from $60, more with larger assets in Wyoming |
| New Mexico | $50 | no Annual Report |
| Delaware | $110 | Annual Tax $400, due on 1 June |
| Florida | $125 | Annual Report $138.75, $538.75 after 1 May |
| Registered Agent (mandatory) | not applicable | $50 to $300 |

*State fees as of 29 September 2026. Check again before formation.*

## Requirements

- Passport of the owner
- Registered Agent in the state of formation
- Company name with verified availability, business purpose, members
- For the EIN: the “Responsible Party” is the natural person with control, not the agent
- For the bank account: a genuine business address, not the agent's address

## Step-by-step process

1. **Clarify the structure** with your tax advisor: single-member or multi-member, relationship to the existing company, place of management.
2. **Choose the state.** Wyoming or New Mexico as the standard, Delaware for investors, Florida for a planned relocation.
3. **Engage a Registered Agent** and file the Articles of Organization. One to ten business days depending on the state.
4. **Draft the Operating Agreement.** Banks ask for it.
5. **Apply for the EIN.** Without a principal place of business in the US, by phone, fax or mail, not online. Keep the confirmation, every bank asks for it when opening an account. The details are in [Can a foreign company get a US EIN?](/en/knowledge/ein-for-a-foreign-owned-company).
6. **Business address and phone**, then the business account and business cards.
7. **Annually:** the state's Annual Report or Annual Tax, Form 5472 with a pro forma 1120, the Registered Agent fee.

## Costs and timeline

| Item | Cost | Timeline |
|---|---|---|
| State formation fee | $50 to $125 | 1 to 10 business days |
| Registered Agent | $50 to $300 per year | not applicable |
| EIN | no fee from the authority, from $200 through a service provider | by phone immediately, by fax about 4 business days, by mail about 4 weeks |
| Ongoing state costs | $0 to $400 per year | not applicable |
| Form 5472 with a pro forma 1120 | $300 to $800 per year through a CPA | annually |
| Typical total costs | $300 to $1,500 per year | not applicable |

*Guide values. Registered Agent and CPA are market prices. Formation and tax advice are third-party services with open costs.*

## Ongoing obligations and deadlines

The highest penalty attaches to a form for the IRS, not to the state fees.

| Obligation | Authority | Deadline | Consequence if missed |
|---|---|---|---|
| Form 5472 with a pro forma 1120 | IRS, by fax or mail | 15th day of the 4th month after the end of the tax year, extension with Form 7004 | $25,000, plus $25,000 for each 30-day period or part of one from 90 days after notice |
| Delaware Annual Tax | Division of Corporations | 1 June | $200 penalty plus 1.5% interest per month |
| Florida Annual Report | Division of Corporations | 1 May | fee rises from $138.75 to $538.75 |
| BOI report to FinCEN | not required for an LLC formed under US law | not applicable | not applicable |

*As of 29 September 2026. For Wyoming and New Mexico, the state sets deadline and consequence; ask before formation.*

## Common mistakes

- Forgetting Form 5472. The penalty is $25,000 per form.
- Effectively managing the LLC from Germany without taking this into account for tax purposes. The place of management then creates a permanent establishment in Germany.
- Assuming the LLC is tax-free.
- Using the Registered Agent's address as the bank or business address.
- Applying for the EIN before formation or listing the agent as the Responsible Party.

## Drawbacks, and when a US LLC is not worth it

An LLC brings obligations in two countries: Annual Report or Annual Tax, Registered Agent, Form 5472 and the bookkeeping for your country of residence. Classification conflicts between the tax systems can lead to double taxation. Banks look closely at the business model and the owner, and turn some industries away. In these cases the effort outweighs the benefit:

- You only want to build a US credit history. The personal setup with an ITIN is enough for that, the LLC is extra work. How it works is shown in [How do I build a US credit report from scratch?](/en/knowledge/how-us-credit-reports-work).
- Your USD revenue is small. Agent, state fee, Form 5472 and the tax advisor at home cost money every year, even without revenue.
- You run the LLC alone from Germany. For tax purposes you then usually end up with a German corporation in a US shell.
- You want to save tax. With residence in Germany, Austria or Switzerland, the LLC is the wrong tool for that.
- Your industry is difficult for US banks. Without an account there are no cards, and the formation alone achieves nothing.

## Tax view: Germany, Austria, Switzerland and elsewhere

**Germany:** Under the type comparison test, the LLC is usually treated as a corporation. Classification conflicts can lead to double taxation. If the place of management is in Germany, the LLC becomes subject to unlimited corporate income tax liability. In addition, there is CFC taxation (Hinzurechnungsbesteuerung) and, on relocation abroad, exit tax.

**Austria:** CFC taxation under the Corporate Income Tax Act.

**Switzerland:** no CFC taxation, but taxation where the company is effectively managed in Switzerland.

**Other countries:** your own country's rules decide how the LLC is treated for tax purposes. They are assessed for your country before formation.

This assessment does not replace advice. The structure is agreed with your tax advisor before formation.

> **Scope**
>
> Forming the LLC and assessing its tax treatment are third-party services. Benefit Systems coordinates, puts you in touch with vetted partners and handles the EIN, address, account and cards, not legal or tax advice.

## Frequently asked questions

### What does an LLC cost per state each year?

As far as we know, New Mexico requires no Annual Report. Wyoming charges at least $60 for the Annual Report, Florida $138.75, and Delaware levies an Annual Tax of $400. Every state adds the Registered Agent and the preparation of Form 5472.

### What is Form 5472?

An annual report of transactions between the LLC and its foreign owner, filed together with a pro forma 1120. The penalty for failing to file is $25,000.

### When is Form 5472 due?

Together with the pro forma 1120, by the 15th day of the fourth month after the end of the tax year, so mid-April for a calendar year. Form 7004 extends the deadline. It is filed by fax or mail with a dedicated IRS unit, not electronically like an ordinary 1120.

### Does my LLC have to report its beneficial owners to FinCEN?

No, not since FinCEN's final rule of 11 August 2026. Only companies formed under the law of a foreign country and registered in a US state still have to report. An LLC formed in Wyoming or Delaware does not fall under this, even with a German owner. The bank still collects the information when you open the account.

### Do I need an SSN or ITIN for the LLC?

Not for the formation. You apply for the EIN without an SSN by phone, fax or mail, because the IRS online application requires a principal place of business in the US. You need the number for business cards, because they usually require a [personal guarantee](/en/glossary/personal-guarantee). Which number is enough is covered in [What separates a Social Security number from an ITIN?](/en/knowledge/itin-or-ssn-for-credit-cards).

### How long does formation take?

Registration takes one to ten business days depending on the state. The EIN comes immediately by phone, after about four business days by fax and after about four weeks by mail. In our experience, three to eight weeks pass until address, phone number and business account are in place. That is a guide value, authorities and banks set the pace.

### Does an LLC pay US taxes?

For non-residents without a US permanent establishment, often not. The tax burden usually arises in your country of residence, and your tax advisor clarifies that.

### Is a US LLC tax-free?

No. In the US, a single-member LLC of a non-resident without US business often pays no federal tax, because it is tax-transparent there. In Germany and Austria, however, it is usually treated as a corporation under the type comparison test. If it is managed from Germany or Austria, it is subject to unlimited corporate income tax in that country.

### May I work with the LLC from Germany?

Yes. The place of management is then usually in Germany, though, and the LLC becomes subject to unlimited German corporate income tax. The structure therefore belongs with your tax advisor before formation.

### Can I form the LLC without traveling?

Yes. Formation, EIN and a business account at an online bank can all be handled remotely. The full personal bank account requires a branch appointment.

## Sources

- State fees: [Wyoming Secretary of State, Business Fees](https://sos.wyo.gov/Business/docs/BusinessFees.pdf) (June 2026); [Delaware Division of Corporations, Fee Schedule](https://corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf) (1 August 2026) and [LLC Tax Instructions](https://corp.delaware.gov/alt-entitytaxinstructions/); [Florida Division of Corporations, LLC Fees](https://dos.fl.gov/sunbiz/forms/fees/llc-fees/). Retrieved on 29 September 2026.
- IRS: [Instructions for Form 5472](https://www.irs.gov/instructions/i5472) (12/2024), [Instructions for Form 1120](https://www.irs.gov/instructions/i1120) and [Employer Identification Number](https://www.irs.gov/businesses/employer-identification-number).
- FinCEN: [Beneficial Ownership Information Reporting](https://www.fincen.gov/boi), [press release on the final rule of 11 August 2026](https://www.fincen.gov/news/news-releases/fincen-permanently-ends-beneficial-ownership-reporting-requirements-millions) and [Q&A on the final rule](https://www.fincen.gov/system/files/2026-08/QAs_BOIFinalRule.pdf). In force since 14 August 2026.
- Published case law and administrative guidance on the type comparison test in Germany.