State level, not federal
US LLC & Company Formation
There is no national US company register. You form in a state, and the state you choose has consequences.
GCC business setup specialists
The filing obligations are the real issue
Forming a US entity is quick and cheap. What catches foreign owners is afterwards: a foreign-owned single-member LLC has specific annual information reporting obligations carrying substantial penalties for non-filing, and an LLC can create personal US filing obligations for its owners. These are routinely not mentioned at formation. We mention them first.
- Entity and state chosen for your actual facts
- Annual filing obligations stated before you form
- Honest about banking and about what we do not do
20+
Mainland, free zone and offshore jurisdictions we file in — so the recommendation is based on your activity, not on which authority we happen to be registered with.
7,000+
Companies successfully established.
Black Swan Business Setup Services•Black Swan Business Setup Services•Black Swan Business Setup Services
Choose the entity
LLC against corporation for a foreign owner
The tax treatment differs fundamentally.
| LLC | C-corporation | |
|---|---|---|
| Entity-level tax | Generally none; income passes through | Taxed at the corporate level |
| Owner filing | Owners may have personal US filings | Generally not from the entity alone |
| Foreign-owned reporting | Specific annual information return required | Corporate return required |
| Investor familiarity | Less standard for equity raises | The standard for venture investment |
| Formalities | Lighter | Board, officers and minutes |
| Typical fit | Trading, services, holding | Raising US investment |
US federal and state tax treatment depends on your own circumstances and on the law of your country of residence. We set out the position and obligations; we do not give US tax advice and we co-ordinate with a US tax adviser where one is needed.
How it works
Forming the US entity
State and entity first, then the obligations.
01
Choose the state and entity
Where you will actually do business, whether you need to register in more than one state, and whether an LLC or a corporation fits.
02
Form and register
Formation documents filed with the state, registered agent appointed, governing documents prepared and the tax identification number obtained.
03
Set up compliance
Annual state filings, the federal filing calendar and the foreign-owner reporting obligations put in place from the start.
Before you start
What we need to know
Where you actually operate matters more than where you incorporate.
- What the business will do
- Where customers and staff will be located
- Whether you will have a physical presence in any state
- Whether you will hold inventory in the US
- Owners, their residences and tax residences
- Whether US investment will be raised
- Whether an LLC or corporation is preferred and why
- Whether any owner has a US tax identification number
- Expected revenue
- Whether you will sell to US consumers
- Banking requirements
- Your advisers in your own country
Scope
What is included, and what is not
Stated plainly, so nothing is added once the engagement starts.
Included in the service fee
- State and entity recommendation for your facts
- Formation filing with the state
- Registered agent arrangement
- Operating agreement or bylaws preparation
- Federal tax identification number application
- Annual state filing calendar
- Foreign-owner reporting obligations explained and calendared
- Co-ordination with a US tax adviser where needed
Not included, quoted separately
- State filing and franchise fees, paid at cost
- Registered agent annual fees
- US federal and state tax advice and returns
- Sales tax registration and filings, quoted separately
- Beneficial ownership reporting where it applies
- Bank account opening decisions
- Payroll and employment registrations
- Trademark and intellectual property filings
Verify independently
Relevant US authorities
We file directly with these bodies on your behalf.
Internal Revenue ServiceSecretary of State of the state of formationState tax authoritiesRegistered agent in the state of formationFinancial Crimes Enforcement NetworkUS Customs and Border Protection
Questions
US company formation — FAQs
Which state should I form in?
Usually the state where you actually do business, because operating in a state generally requires registration there anyway. Forming in a popular state and operating elsewhere can mean two sets of filings and fees.
LLC or corporation?
An LLC is simpler and generally not taxed at entity level, but can create personal US filing obligations for its owners. A corporation is the standard where US investment will be raised. It depends on your facts.
What filings does a foreign-owned LLC have?
A foreign-owned single-member LLC has a specific annual information reporting obligation with substantial penalties for failure, even with no income. It is the single most commonly missed US obligation.
Can I get a US bank account remotely?
It is the hardest part. Many banks require an owner to attend in person, and policies vary. We are explicit about this rather than implying it is routine.
Do you provide US tax advice?
No. We handle formation and compliance set-up and co-ordinate with a US tax adviser where advice is needed. Anyone offering US tax conclusions as part of a formation package should be treated with caution.
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At Black Swan Business Setup Services, our mission is simple: to empower entrepreneurs and companies of all sizes to establish and expand their presence in the UAE, Oman, Saudi Arabia, Bahrain, and beyond.
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