What Is a US LLC? A Primer for Non-US Founders

What is a US LLC?

An LLC, or limited liability company, is a US business structure formed under a state's law. Its owners, called members, are generally not personally liable for the company's debts. The IRS describes it as a business structure allowed by state statute, and you can own one without living in the US.

An LLC is formed at state level, not federal: the filing goes to Wyoming, Delaware or another state's business division. The IRS LLC page (accessed 31 October 2026) says members can be individuals, corporations or other entities, and that there is no maximum number of members. Short definitions are in our glossary in 30 seconds.

How does an LLC compare with a private limited company?

Both limit the owners' liability, but they sit under different laws and different registers. The table shows the general picture against the private limited company that many countries have; tax and legal outcomes depend on your situation, so this is not advice.

Can I own a US LLC if I live outside the US?

Yes. Wyoming and Delaware do not ask LLC members to be US citizens or residents, and neither requires a visit. The company keeps a registered agent with a street address in the state, which receives official papers, while the owner can live, work and manage the business from anywhere in the world.

What changes is how some steps are done: the registered agent provides the in-state address, and without an SSN the EIN is requested by fax or mail. Our guide on what a registered agent is and the post on how long an EIN takes cover both.

What are the benefits and the biggest disadvantage of an LLC?

The most familiar benefits are limited liability, flexible management, and a single-member LLC's default treatment as part of its owner for federal tax. For an owner abroad, the biggest disadvantage is the yearly upkeep: state payments, the registered agent and an IRS information return continue even in a year without income.

The benefits and limits, side by side:

1. Limited liability. Company debts generally stay with the company, unless you personally sign for one.
2. Flexible structure. Members set management and profit sharing in an operating agreement.
3. Tax classification. The IRS treats a single-member LLC as disregarded from its owner unless it elects corporate treatment on Form 8832. Ask a tax adviser what that means for you.
4. Yearly obligations. The state's annual report or tax, the registered agent renewal and, for a foreign-owned LLC, Form 5472 with the IRS every year.
5. Bank and payment applications. Banks and payment providers ask an owner abroad for more documents; the decision is always theirs.
6. Investor preference. Venture investors often expect a Delaware C-Corp; see Delaware for founders planning to raise.

Which state should an LLC be formed in?

Most founders abroad choose Wyoming or Delaware. Wyoming has lower yearly state costs and a simple annual report; Delaware is the state that investors and lawyers know well, with a flat yearly tax instead of a report. An LLC can be formed in any state, but LaunchUS forms in these two only.

The Wyoming vs Delaware comparison puts them side by side, and the three-year cost of a Wyoming or Delaware LLC adds up state fees, the annual tax and the registered agent.

What does an LLC have to do every year?

Three things come back every year: an annual report or tax for the state, the registered agent renewal and, for a foreign-owned LLC, Form 5472 with the IRS. Deadlines depend on the state and on the formation date, and a missed one can cost the company its good standing.

Our yearly obligations checklist puts them in one list. For the state side, read about the Wyoming annual report or the Delaware LLC annual tax.

How is a US LLC formed?

In five steps: choose the state, choose a name, appoint a registered agent, file the formation document with the state and get an EIN without an SSN. Our guide on how to form a US LLC from abroad shows who does each step.

1. State. You choose Wyoming or Delaware.
2. Name. You choose the name; the state accepts it when it reviews the filing.
3. Registered agent. LaunchUS Registered Agent is part of every formation plan.
4. Formation filing. The Articles of Organization or the Certificate of Formation goes to the state, which decides.
5. EIN. LaunchUS prepares Form SS-4, you sign it, and the IRS assigns the number.

To order, see US LLC formation; for the tax number, the EIN service.