Founders usually get stuck on four things: which state to choose, what documents to prepare, what it really costs, and what they owe once the LLC exists. This guide covers each in order, with a UK reader's perspective in mind. Fees are quoted in US dollars because they are charged by US agencies.
It is general information, not legal, tax or immigration advice. Tax, immigration and regulated-industry questions need qualified professionals.
Key Takeaways
- An LLC is formed by a state filing, not a central federal registration.
- Core steps: choose a state and name, appoint a registered agent, file, draft an operating agreement, get an EIN.
- Budget beyond the filing fee: agent, annual reports, taxes, licenses, and advisors.
- Fintech, payments and crypto firms face extra licensing after formation.
What Is an LLC in the USA?
A limited liability company is a business structure created under state law. The IRS describes LLCs as allowed by state statute, with rules that differ by state.
Liability and its limits
An LLC generally separates company debts from members' personal assets. That shield is not absolute. Courts in some states can disregard it where members commingle funds, commit fraud or ignore the company's separate existence.
Ownership and management
- Owners are called members
- Management is either member-managed or manager-managed
- Ownership splits are flexible
- Formalities are lighter than for most corporations
Default federal tax treatment
| Structure | Default treatment |
|---|---|
| One member | Disregarded entity; still separate for employment and certain excise taxes |
| Two or more members | Partnership; generally files Form 1065 with a Schedule K-1 per member |
| Elected corporate status | Form 8832 election; generally files Form 1120 |
An eligible LLC can also elect S-corporation treatment, but that is unavailable while an owner is a nonresident alien. Not every LLC is taxed the same way, and none is tax-free.
Non-US owners
Non-US citizens and non-residents can generally own a US LLC, subject to state rules and the nature of the business. Owning a company is not the same as having permission to work physically in the USA. That is an immigration question.
LLC versus other structures
- Sole proprietorship: no liability separation
- Partnership: flexible, but partners can carry personal exposure
- C corporation: more formalities, often preferred for outside investment
- LLC: liability protection with flexible management and tax classification
How to Register an LLC in the USA
Choose the formation state and name
Choose based on where the business really operates, where it has staff or premises, the tax and reporting load, privacy needs, and whether you will need to register in other states.
Delaware and Wyoming are popular, but formation state is not operating state. For money transmission, licensing generally follows customer location, not where you incorporated.
Naming rules vary:
- Wyoming requires an LLC identifier in the name
- Florida requires "Limited Liability Company", "LLC" or "L.L.C."
- Delaware and Texas require names distinguishable from existing entities
Check availability with the state filing authority, and run a separate trademark search.
Appoint a registered agent
An LLC generally needs an agent with a physical address in the formation state to receive legal papers and official notices. Florida and Wyoming expressly reject P.O. boxes, and Wyoming also rejects virtual addresses and mail-forwarding locations.
You can act as your own agent only if you have a physical address in that state and are reliably available in business hours. For a founder based in the UK, a commercial agent service is usually the practical choice. It offers continuity, document handling and privacy.
File the formation document
The name depends on the state:
- Delaware and Texas: Certificate of Formation
- Wyoming, Florida, California and New York: Articles of Organization
Typical requirements are:
- Company name and address
- Registered agent details
- Management structure
- Organizer details
- Filing fee
File with the Secretary of State or equivalent. Methods, processing times and expedited options vary by state.
Prepare an operating agreement
Some states require one, and New York allows adoption within 90 days of filing. Even where it is optional, write one. It is an internal document, not filed with the state. It should cover:
- Ownership and capital contributions
- Voting rights and manager authority
- Profit distributions
- Member changes and disputes
- Dissolution
Multi-member LLCs need more detail than single-member ones. Take legal advice if you have investors, IP or cross-border arrangements.
Obtain an EIN and complete registrations
An EIN is used for banking, hiring and tax filings. If the applicant has no SSN or ITIN, the IRS SS-4 instructions say to enter "foreign" or "N/A" on line 7b. International applicants can apply by phone or fax, and mailed responses take about four weeks.
The responsible party must be a person who owns or controls the entity. A nominee cannot be listed.
After the EIN, check:
- State tax and sales tax accounts
- Employer accounts
- Local licenses and industry permits
- DBA filings if trading under another name
Forming an LLC does not authorize money transmission, lending, payments or crypto services. Those need separate licenses and compliance programs.
Open business accounts and separate operations
Banks typically ask for:
- Formation documents and EIN confirmation
- Operating agreement
- Ownership information and ID
- A description of the business model
Keep personal and business money apart, keep records, and contract and invoice in the LLC's legal name. That supports the liability separation.
How Much Does LLC Registration Cost and Which State Should You Choose?
Filing fees are one line in the budget. Plan for these categories:
- One-off: formation filing, name reservation, operating agreement drafting, adviser fees
- Recurring: registered agent, annual or biennial reports, franchise or annual taxes, license renewals, tax preparation
State charges compared
| State | Formation | Recurring state charges |
|---|---|---|
| Delaware | $110 | $400 annual LLC tax, due June 1; no annual report |
| Wyoming | $100 | Annual report license tax: $60 minimum or $0.0002 per dollar of Wyoming assets, whichever is greater |
| Nevada | $75 (plus $150 initial list, $200 business license) | $150 annual list, $200 business license |
| Texas | $300 | Franchise tax reporting; Public Information or Ownership Information Report |
| Florida | $100 plus $25 agent fee | $138.75 annual report; $538.75 if received after May 1 |
| California | $70 | $800 annual LLC tax, income-based fee from $250,000, Statement of Information ($20) every two years |
| New York | $200 | $9 biennial statement, plus publication (certificate filing $50, newspaper charges set locally) |
Check New Mexico’s business portal directly for current formation and annual-report fees. Figures change, so confirm with each agency before filing.
Expedited options exist. Texas charges $50 for standard expedite, $500 next-day or $750 same-day on top of the filing fee. New York adds $25, $75 or $150 depending on speed.
A decision framework, not a "best state"
- Form where you genuinely operate, unless there is a clear reason not to
- Compare Delaware, Wyoming or Nevada if investors, privacy or specific law matter
- Weigh annual costs, not only the first-year fee
- Remember that operating in another state may mean registering there too
A cheap formation state with a high recurring charge can cost more than a more expensive one with none.
What to Do After Registering Your LLC
Maintain state good standing
- Renew the registered agent appointment
- Update state records when addresses or managers change
- File annual or biennial reports and pay franchise or annual fees
- Respond to official notices
Cycles differ: Delaware has no report but charges tax, Florida and Wyoming are annual, California and New York are every two years. Florida can administratively dissolve late non-filers.
Build a compliance calendar covering:
- Formation anniversary and state deadlines
- Federal tax dates, such as Form 1065 by the 15th day of the third month after the tax year
- License renewals
- Records retention
Manage federal, state and international tax
Tax depends on ownership, classification, activity, state nexus, employees and treaties. Use an accountant experienced in cross-border situations.
Points to check:
- A wholly foreign-owned US disregarded entity with reportable transactions generally files Form 5472 with a pro forma Form 1120, per the IRS Form 5472 instructions
- Multi-member LLCs file Form 1065; corporate-taxed LLCs file Form 1120
- Treaty positions may need Form 8833
- State income, franchise, sales, payroll and local taxes are separate from formation
Not every form applies to every LLC.
Check beneficial ownership rules
Under FinCEN's final rule effective August 14, 2026, US-formed domestic entities, including domestic LLCs, are exempt from beneficial ownership reporting. Reporting now covers only certain foreign entities registered to do business in the United States. Rules have shifted repeatedly, so verify the current position on FinCEN's site before relying on this, and keep ownership and control records anyway.
Review licensing and regulated-industry obligations
Forming an LLC does not allow you to transmit money, issue financial products, offer certain crypto services or act as a bank.
At a high level, regulated businesses should consider:
- FinCEN MSB registration (Form 107, renewed every two years) and a written AML program
- State money transmitter licenses through NMLS
- OFAC sanctions compliance, which is encouraged even where not strictly mandated
- CFPB UDAAP rules
- The FTC Safeguards Rule for information security
- Sponsor bank expectations, since banks remain responsible for third-party arrangements
Many states still require registration or exemption filings even when you use a licensed banking partner. Crypto operations may involve money transmitter licenses, FinCEN registration and the NYDFS BitLicense.
Fraxtional supports fintech, crypto and payments companies that need director-level help here. Its directors can act as a fractional CCO, CRO, BSA Officer, CAMLO or MLRO, named in filings, audits and contracts, without a full-time hire. It complements legal and tax advice and does not replace it.
Know when to seek professional advice
Consult a professional if you have:
- Multiple members or outside investors
- Foreign ownership or complex intercompany transactions
- Regulated products or employees
- Intellectual property to protect
- Immigration questions about working in the USA
Use a business attorney, international tax adviser, immigration attorney or compliance specialist as appropriate. Check current requirements with the state agency, the IRS and FinCEN before filing.
Frequently Asked Questions
How much does it cost to register an LLC in the USA?
It depends on the state, plus the registered agent, recurring reports or franchise taxes, licenses, tax filings and any professional help. Formation fees typically range from $70 to $300 by state. Verify current fees with the relevant state agency.
Can a non-US citizen create an LLC in the USA?
Generally yes. Non-US citizens and non-residents may own a US LLC, but still need a registered agent, an EIN and correct tax filings. Take advice on immigration and cross-border tax.
What is an LLC in the USA?
A state-formed business entity that generally offers liability separation, flexible management and adaptable tax classification. Protections and obligations vary by state.
What documents do I need to register an LLC in the USA?
You need the formation filing, registered agent details, company and organizer information, and the filing fee. Depending on the state and owner, you may also need an operating agreement, EIN application, licenses or ID.
Do I need a registered agent to form a US LLC?
Usually yes, with a physical address in the formation state. The agent receives legal and official correspondence on the company's behalf.
