Non-Resident US Company Registration & Business Bank Account Guide 2026

Complete 2026 step-by-step guide to forming a U.S. LLC in Wyoming or Delaware, obtaining an IRS EIN without an SSN or ITIN, and opening a U.S. business bank account remotely without visiting the United States.

How Foreign Founders Register a US Company & Open a US Bank Account Remotely

Non-U.S. residents do not need a U.S. visa, Social Security Number (SSN), ITIN, or physical U.S. address to form a legal business entity or open a U.S. business bank account. Thousands of international entrepreneurs operate U.S. companies remotely through the following standard legal steps:

3-Step Remote US Setup Process:

1. Form a Delaware or Wyoming LLC Online: Register your entity through a commercial Registered Agent in Wyoming (best for privacy and $60 low annual fees) or Delaware (best for VC funding). You receive your official state Articles of Organization digitally.
2. Obtain an IRS EIN Without an SSN: Non-residents apply for an IRS Employer Identification Number (EIN) by submitting IRS Form SS-4 via international telephone (+1-267-941-1099) or fax (+1-304-707-9471), writing "FOREIGN" or "N/A" on Line 7b.
3. Open a US Business Bank Account Remotely: Open a full U.S. FDIC-insured business bank account online without traveling using U.S. fintech business banking platforms (like Mercury or Relay Financial) by providing your passport, approved Articles of Organization, IRS EIN confirmation letter, and foreign proof of address.

Delaware vs. Wyoming Executive Comparison

Choosing a formation jurisdiction depends on entity type, financing plans, governance, tax profile, operating location, and investor or lender requirements. Delawareis especially common for corporations seeking institutional investment because of its developed corporate-law framework. Wyoming can be attractive for some closely held LLCs because of its entity-law framework and relatively low annual state fees, but neither state is universally "best" for every business.

Delaware (Best for VC & C-Corps)

Extensive Delaware corporate-law precedent and Court of Chancery experience; commonly used by venture-backed corporations.

Wyoming (Best for Privacy & LLCs)

No state corporate income tax; comparatively low annual license-tax burden for many LLCs; members/managers are not listed in the standard LLC public filing in the same manner as Delaware corporate directors, but public entity and registered-agent information still exists.

Jurisdictional Breakdown & Statutory Parameters

Statutory Parameter	Delaware Entity	Wyoming Entity
Primary Court Jurisdiction	Delaware Court of Chancery for matters within its equity jurisdiction; other legal disputes can proceed in other Delaware courts	Wyoming courts with jurisdiction over the particular dispute; exact forum depends on the claims and circumstances
Public Member / Officer Registry	Delaware corporations' annual reports list directors and the officer who signs the report; shareholders and all officers are not required to be listed. Delaware LLCs do not file annual reports.	Wyoming does not require ordinary LLC annual-report filings to publicly list all members/managers, but business records and annual-report information can contain other public entity, registered-agent, and officer/director information depending on entity type.
Annual State Maintenance Fee	LLC: $300 annual tax, no annual report. C-Corp: $50 annual report filing fee plus franchise tax, with a $175 minimum under the Authorized Shares Method or $400 minimum under the Assumed Par Value Capital Method.	$60 minimum annual license tax; generally $60 or 0.0002 × Wyoming assets, whichever is greater.
Charging Order Protection	Delaware LLC law provides charging-order protections; the exact remedy depends on the statutory provisions and circumstances.	Charging order is the exclusive remedy against a member's transferable interest under W.S. § 17-29-503, subject to the statute and applicable case law.
Non-US Resident Compatibility	100% foreign ownership allowed	100% foreign ownership allowed

Foreign Founder Compliance: EIN & Form 5472

Foreign entrepreneurs residing outside the US can form an LLC in Delaware or Wyoming without traveling to the United States. However, two essential compliance milestones must be satisfied:

IRS Employer Identification Number (EIN): An EIN is required when the entity is subject to the IRS EIN rules and is commonly requested by banks and payment providers, but account-opening requirements are set by each institution. A foreign responsible party without an SSN or ITIN who is ineligible to obtain one can apply for an EIN using Form SS-4 and enter "foreign" or "N/A" on line 7b as instructed by the IRS; international applicants can use the IRS's current fax or mail procedures.

IRS Form 5472 Reporting: A foreign-owned U.S. disregarded entity is subject to the Form 5472 rules when it has reportable transactions with a related party. Form 5472 is attached to a pro forma Form 1120 and is due by the applicable Form 1120 due date, including extensions. For a calendar-year entity, the ordinary due date is generally April 15. The initial penalty for a failure to file a complete Form 5472 is $25,000 per failure; continuation penalties can apply after IRS notice.

Current 2026 BOI rule: U.S.-created domestic companies are currently exempt from FinCEN beneficial-ownership-information reporting under the Corporate Transparency Act rules. The current FinCEN definition generally leaves certain entities formed under foreign law that register to do business in the United States as the reporting-company category, subject to applicable exemptions. Do not confuse this current BOI rule with the separate IRS Form 5472 requirements for foreign-owned U.S. disregarded entities.

Frequently Asked Questions (FAQ)

Delaware is world-renowned for its Court of Chancery, a specialized equity court with extensive corporate case law precedent preferred by investors and large corporations. Wyoming generally offers lower state-level entity-maintenance costs than Delaware LLC taxation, no state corporate income tax, and an annual license-tax system based on Wyoming assets. Wyoming does not have a Delaware-style corporate franchise tax, but Wyoming LLCs and other entities still owe the applicable annual license tax and must file annual reports.

Delaware corporations are widely used for venture-backed companies because Delaware corporate law provides a well-developed body of corporate case law, flexible governance and financing statutes, and an established Court of Chancery. Investors may prefer Delaware corporations for familiarity with the legal framework and standard equity structures, but there is no universal legal requirement that a venture-backed company use Delaware, and the best jurisdiction depends on the company's circumstances.

Generally, a foreign person can own a Delaware or Wyoming LLC without living in the United States or having a U.S. Social Security Number. The entity must satisfy the formation and registered-agent requirements of the state. When applying for an EIN, an international applicant who has no SSN or ITIN and is ineligible to obtain one can enter 'foreign' or 'N/A' on Form SS-4 as instructed by the IRS and can apply through the IRS's available international fax or mail procedures. Banking and payment-platform onboarding requirements are separate and are determined by the financial institution or service provider.

A Delaware LLC generally does not file an annual report with the Division of Corporations, but it must pay the $300 annual tax by June 1. A Wyoming LLC must file an annual report and pay the Wyoming annual license tax, which is $60 or $0.0002 of the value of assets located and employed in Wyoming, whichever is greater. Wyoming annual reports are generally due on the first day of the entity's anniversary month.

A foreign-owned U.S. disregarded entity is subject to the Form 5472 reporting rules under IRC § 6038A when it has reportable transactions with a related party. The entity files Form 5472 attached to a pro forma Form 1120 by the applicable return due date, including extensions. For a calendar-year entity, the normal due date is generally April 15. Transactions involving formation, contributions, distributions, and other specified transactions can fall within the reporting rules. The initial penalty for a failure to timely file Form 5472 is $25,000, with additional continuation penalties potentially applying after IRS notice.

Yes, both states require covered entities to maintain a registered agent and registered office in the state. For Delaware corporations, 8 Del. C. §§ 131–132 govern the registered office and registered agent; for Delaware LLCs, 6 Del. C. § 18-104 governs the registered office and registered agent. Wyoming's registered-office and registered-agent requirements are in W.S. § 17-28-101. The agent must satisfy the applicable state-law requirements for maintaining a physical in-state office or location for service of process.

Official Government Resources

• Delaware Division of Corporations (Official Portal): corp.delaware.gov
• Wyoming Secretary of State Business Division: sos.wyo.gov
• IRS Form SS-4 Instructions (Apply for an EIN): irs.gov/formss4
• IRS Form 5472 Information Return (26 U.S.C. § 6038A): irs.gov/form5472
• FinCEN Beneficial Ownership Information (Current Rule): fincen.gov/boi
• Delaware LLC Registered-Agent Statute — 6 Del. C. § 18-104: Delaware Code
• Delaware Corporation Registered-Agent Statute — 8 Del. C. § 132: Delaware Code
• Wyoming Registered-Agent Statute — W.S. § 17-28-101: Wyoming Statutes