There are many people outside of the United States who wish to establish U.S.-based corporations or LLCs. Business owners who live outside of the U.S. choose to do so because they have U.S. customers, or U.S.-based investments or property. They frequently want U.S. bank accounts as well, and need to accept or make payments in U.S. dollars or other currency.
If this applies to you, it can be done. However, there are a few things that you must know.
1. You can establish your corporation or LLC in any state. However, there must be a physical address in that state. A post office box will not suffice, nor will an office suite box or storage unit address. If you want a U.S. bank account, expect strict verification of the address. You also must obtain a federal Tax Identification Number, also known as an Employer Identification Number.
If you don’t have one, a common solution is to designate a resident of the state of incorporation or LLC as an officer. If you do this, make sure it is someone trustworthy or well known to you. As an officer (in the case of a corporation) or member (in the case of an LLC), that person has the ability to open bank accounts in the name of the business and transact banking business.
2. In all states, each corporation or LLC must have a registered agent. A registered agent (or statutory agent as they are called in some states) is someone who is always available during business hours. The primary reason for this requirement is service of process, or court papers in the event of legal action involving the business.
It is important to have a reliable registered agent because if he or she receives process, the business is considered served.
The registered agent is a matter of public record and is listed with the applicable state agency. You can choose to serve as your own registered agent, but that is not always possible. For example, Delaware requires that corporations and LLCs established in Delaware must have registered agents who are Delaware residents.
If you are establishing a corporation or LLC in the U.S. but do not live in the U.S., a registered agent is highly recommended if not required.
3. If your incorporation or LLC is relatively simple, you may not need an attorney. However, some businesses have multiple partners and need operating agreements to establish ownership and define duties, responsibilities and equity share. An attorney may be needed in cases like that. Other businesses may involve partners with divorce settlements, immigration issues or odd tax situations. Establishment of those businesses may require tax or family law attorneys or the help of accountants.
In short, it can be done but you need at least one officer with a physical address in the United States, and you need a registered agent. For further information, contact us at firstname.lastname@example.org or contact the secretary of state of the state where you wish to establish your business.