Need a US LLC But are Located Outside of the US?
Good News – The LLC laws of every state in the US do not generally place any limitations on who can be a member (owner) of a limited liability company. As a result, an LLC can be owned by persons or legal entities who reside outside of the United States. In fact, it is possible to have an LLC in the US which is owned entirely by non-US resident owners.
While, it is legally possible to have a US LLC with only foreign members, there are some logistical and other challenges that you must be aware of if you are planning on forming a limited liability company in the US but you are located outside of the United States.
US LLC Formation for Non-Resident Owners
Each state has a set of LLC laws that impose specific requirements for forming a limited liability company in each state. The requirements are the same regardless of who owns an LLC being formed. Most of the requirements are fairly straightforward such as having an LLC name which is available and acceptable by the state and providing certain specific disclosures which can vary with each state. However, there are are a few specific details that a foreign (non-US resident) owner should know about as part of the US LLC formation process.
Business Name
The business name chosen by you must be unique and distinguishable in the start you are registering your firm. A business which is unique in your country may not be available for registration in the US state selected by you. The good news is that the business name availability can be checked online.
Registered Agent
One particular requirement in every state is that the LLC have an officially appointed registered agent that resides in the state of LLC formation. In addition, each LLC must have a registered office which is typically required to be a permanent physical address in the state of formation where the agent resides and is able to accept legal papers on behalf of the LLC at such address.
If you do not have a permanent physical address located in the state where you plan on forming your LLC, it is imperative you retain trustworthy and competent registered agent services from a reputable national services provider. This is one service which is so important for a foreign member because you need to have the security that your registered agent services provider truly does have a permanent location within the state that is staffed with enough personnel to be onsite during business hours to accept legal and other official papers that might be served on your LLC.
If papers were ever to be delivered to your LLC, your registered agent is responsible for accepting them officially on your LLC’s behalf, notifying you immediately if anything is served on your LLC and then promptly forwarding such documents and deliveries in a safe and reliable manner.
Obtaining a Tax Identification Number for your US LLC
Another challenge for someone who is located outside the US but desiring to form a US LLC is obtaining a tax identification number for the limited liability company. The Internal Revenue Service generally requires that every LLC obtaining a TIN# provide the social security number of a key member or officer of the legal entity. However, in most cases, if you are located outside of the United States you will not have a social security number.
In such cases, you will be required to provide what is known as an Individual Tax Identification Number (commonly referred to as an ITIN #). You must obtain an ITIN # from the IRS before you can get a tax identification number for your US LLC business entity. To obtain an ITIN from the IRS, you must complete IRS Form W-7 and mail it to the IRS.
Once you know you want or need a US LLC for business, you should apply for your ITIN # immediately so that you will have this when your US LLC is formed and needs to obtain its own TIN#.
Apostille Requirements
While apostille requirements are not part of the standard process of forming a US LLC in any state, having apostilled documents is generally relevant to any transactions involving the US and foreign parties.
An apostille is a certificate issued by a government agency relating to the authenticity of a document for use in a foreign country. If you form a US limited liability company and may have some operations of the LLC in another country, you may need an Apostille to validate the company’s formation documents in your country.
It is important that you find an LLC formation package which includes an Apostille as part of the services. This will save you a lot of time and headache later if and when you find you need the certificate to conduct business.
International Shipping
While shipping is not a technical requirement for the legal and proper compliance for establishing a US LLC on behalf of foreign owners, it is an important factor to consider when choosing an LLC formation services provider to assist you with this process. Most services are set up for domestic customers. International shipping of important documents can be expensive. Before you commit to any service provider, make sure you know upfront how much shipping costs will be.