Forming a U.S. LLC as a non-U.S. resident: EIN, Form 5472, and reporting

Can a non-resident own a U.S. LLC?

State law, not federal law, decides who may form and own an LLC, and states differ, so read the filing office rules for the state you plan to use. As an example of a clear official answer, the Texas Secretary of State formation FAQ asks whether you must be a U.S. citizen, U.S. resident, or Texas resident to form or own a business entity there, and answers no: Texas law does not restrict who can form or have an ownership interest in a business entity, apart from requiring that the organizer be able to enter a contract. The same page notes that an entity may impose residency or citizenship requirements in its own certificate of formation. The page shows no date. We read it on October 27, 2026.

That is one state's answer, and we did not verify the equivalent rule for every other state, so treat it as an example of what to look for, not a promise about your state. The state records on this site list the filing office for each state, and the filing office FAQ or form instructions are where the ownership question is answered. If a state page says nothing about residency, ask the filing office rather than assuming.

Choosing the state is its own decision. A non-resident with no U.S. presence has no home state, so the choice usually comes down to filing fees, recurring charges, and the registered agent options. Our cheapest LLC states guide and state pages show the formation fee and recurring charge we checked for each state. If you will actually operate in a different state than the one you form in, the foreign registration guide explains the second filing that can require.

The registered agent is not optional

Every state LLC needs a registered agent with a physical address in the state, and for a non-resident this is the requirement that cannot be handled by the owner personally. The Texas Secretary of State registered agent FAQ says generally an individual Texas resident or an organization registered or authorized to do business in Texas may serve, with a business office at the same address as the entity's registered office, and that an entity may not serve as its own registered agent. The Texas formation FAQ adds that the agent must have consented to serve, in writing or electronically, that the registered office must be a physical Texas address that cannot solely be a mailbox service or telephone answering service, and that the Secretary of State cannot serve as an entity's registered agent. Neither Texas page shows a date.

Other states vary in the details. What carries across is the practical result: an owner outside the state will usually hire a commercial registered agent, because the agent must be reachable at a physical address during business hours to receive legal papers. Our registered agent guide explains the job and how to compare providers, and the registered agent worksheet tool on this site lays the price and renewal terms side by side. Read the renewal price, not only the first year offer, and confirm that the agent forwards mail to an address or email you actually monitor, since a missed lawsuit notice can end in a default judgment.

Getting an EIN from outside the United States

An EIN is the federal tax ID for the LLC. The IRS Employer Identification Number page says that if your principal place of business is outside the U.S., you can apply by phone at 267-941-1099, Monday through Friday, 6 a.m. to 11 p.m. Eastern time. The page also lists Form SS-4 as something foreign applicants can fax to 304-707-9471 or mail to Internal Revenue Service, Attn: EIN International Operation, Cincinnati, OH 45999. It says an applicant can request only one EIN per day, and that nominees cannot apply for an EIN. The page was last reviewed July 17, 2026.

The application generally asks for information about the responsible party, meaning the individual with ultimate control, including a Social Security number, an ITIN, or an EIN for an entity, plus a signature. The IRS page we read did not say what a foreign applicant with no SSN or ITIN should enter, and the Form SS-4 instructions page we tried to open returned an error, so we cannot tell you how that line is handled. Read the current Form SS-4 and its instructions on the IRS site before you submit.

Do not pay a third party to obtain an EIN on the strength of a claim that it is impossible to get one yourself. The IRS lists the free routes above. If you use a service anyway, our EIN guide covers what to ask and the common mistakes that cause mismatched names and start dates.

• Phone, for a principal place of business outside the U.S.: 267-941-1099, Monday through Friday, 6 a.m. to 11 p.m. Eastern.
• Fax Form SS-4: 304-707-9471 from outside the U.S.
• Mail Form SS-4: Internal Revenue Service, Attn: EIN International Operation, Cincinnati, OH 45999.
• One EIN per applicant per day; nominees cannot apply.

ITIN versus EIN: two different numbers

An EIN identifies the business. An ITIN, or Individual Taxpayer Identification Number, identifies a person. The IRS ITIN page says an ITIN is a 9-digit number the IRS issues for federal tax purposes only to people who are not eligible for a Social Security number, and that it does not authorize you to work legally in the U.S. The application is Form W-7. The page was last reviewed October 27, 2026.

Whether the owner needs an ITIN depends on the owner's own tax filings. The IRS ITIN page says you need one if you have a federal tax purpose and cannot get an SSN. If your U.S. return filing obligations arise because of the LLC, ask a tax advisor whether you need one. An ITIN is not needed to file the formation document with the state. That statement is our reading of the filing offices' forms, and we did not find a state form we opened that asks for one.

Tax treatment: the disregarded default

The IRS single member LLC page, last reviewed July 27, 2026, says that for income tax purposes an LLC with only one member is treated as an entity disregarded as separate from its owner, unless it files Form 8832 and elects to be treated as a corporation. For a foreign owner, the LLC's activity is therefore generally analyzed as the owner's own U.S. activity. Our single-member LLC taxes guide walks through the domestic version of that default.

How a nonresident alien is actually taxed on that activity is a separate question. The IRS page on taxation of nonresident aliens, last reviewed February 17, 2026, says income effectively connected with a U.S. trade or business is taxed after allowable deductions at graduated rates, reported on page one of Form 1040-NR, while U.S.-source fixed or determinable income not effectively connected is taxed at a flat 30 percent, or a lower treaty rate if you qualify, with no deductions allowed. It also says nonresident aliens who are required to file a return must use Form 1040-NR. Whether a particular LLC's income is effectively connected, whether a treaty applies, and whether state tax is due are fact questions we cannot answer here.

If the LLC has a corporation or a partnership as its owner, or if there are two or more members, a different classification applies. The IRS Limited Liability Company page says a domestic LLC with at least two members is a partnership by default. A multi-owner foreign structure raises further filing questions this guide does not cover.

Form 5472: the filing that catches foreign owners off guard

Because a single-member LLC is disregarded for income tax, many owners assume it has no federal filing at all. For a foreign owner that can be wrong. The IRS Instructions for Form 5472, revised December 2024, define a reporting corporation to include a 25 percent foreign-owned U.S. corporation, including a foreign-owned U.S. disregarded entity, and describe a foreign-owned U.S. disregarded entity as a domestic disregarded entity wholly owned by a foreign person. For the limited purposes of the related reporting rules the instructions say such an entity is treated as a corporation. A single-member LLC wholly owned by a person outside the U.S. fits that description.

The instructions say a reporting corporation generally must file Form 5472 if it had a reportable transaction with a related party. A reportable transaction is any type of transaction listed in Part IV, any transaction in Part V, or any group of transactions in Part VI. The instructions say Part V includes contributions to, and distributions from, the entity, and that loans and payments fall under Part IV. In practice, an owner who puts money into the LLC or takes money out has made reportable transactions. The instructions also say the entity has the same tax year as its owner for U.S. tax filing requirements or, if there is none, the calendar year.

How it is filed matters. The instructions say a foreign-owned U.S. disregarded entity must file a pro forma Form 1120 with Form 5472 attached. The Form 1120 requires only the entity's name and address and items B and E on page 1, and the words Foreign-owned U.S. DE are written across the top. These filers cannot e-file Form 5472. The instructions give a dedicated fax number, 855-887-7737, and a mailing address at the IRS Ogden, Utah service center, which you should copy from the current instructions rather than from this page. The form is due with the Form 1120 by its due date, including extensions, and an extension is requested with Form 7004 by the regular due date.

The consequence of missing it is stated flatly. The instructions say a $25,000 penalty applies to a reporting corporation that fails to file Form 5472 when due, that filing a substantially incomplete form counts as a failure to file, and that if the failure continues for more than 90 days after notification by the IRS, an additional $25,000 applies for each related party and each 30 day period or part of one. We opened the instructions on October 27, 2026. A separate IRS about page we opened did not mention disregarded entities, so rely on the instructions. This is the single filing in this guide where hiring a preparer familiar with foreign-owned entities is most clearly worth the cost.

FinCEN beneficial ownership reporting: where it stands

The Corporate Transparency Act reporting rule has changed twice since 2024, so do not rely on older articles. The FinCEN beneficial ownership information page, which we opened on October 27, 2026, carries an alert dated August 11, 2026. It says FinCEN finalized its BOI reporting rule and that the final rule took effect August 14, 2026. It states that U.S. companies are no longer required to file BOI reports, and that reporting companies do not have to report BOI for U.S. person beneficial owners or U.S. person company applicants.

The same page describes the March 2025 interim final rule, announced March 21, 2025 and published March 26, 2025. That rule narrowed the definition of a reporting company to entities formed under the law of a foreign country that have registered to do business in any U.S. state or tribal jurisdiction, and the page says entities created in the United States are exempt. For the reader of this guide, the reading of that page is that an LLC formed in a U.S. state, even one owned by a foreign person, is not a reporting company under the rule as the page now states it. A non-U.S. company that registers to do business in a U.S. state is the case still described. Because this is the area that has moved most, open the FinCEN page on the day you file and read its current alert before relying on this summary. Our BOI status guide tracks the same page.

Worked example (hypothetical): a first-year timeline

Consider a hypothetical freelance designer who lives outside the U.S., owns 100 percent of a new single-member LLC formed in a U.S. state, and serves U.S. clients. Month one: the designer checks the state filing office rules on ownership, hires a commercial registered agent with a physical address in that state, and files the formation document, paying the state fee shown on the state page. Month two: with the state approval in hand, the designer applies for an EIN by phone using the international line, having prepared the responsible party details and the company's formation date and name exactly as filed.

Month three: the designer opens a business bank account, which our bank account guide covers, and sets up a separate account so every transaction is clear. Throughout the year the designer keeps a ledger of each contribution into the company and each withdrawal, since the instructions say contributions and distributions are reportable transactions. After the year ends, the designer and a preparer assemble the pro forma Form 1120 with Form 5472, and also consider whether a Form 1040-NR is required, because the second return is a different obligation owed by the owner. Nothing in this timeline involves FinCEN under the page as it reads today, but the designer rechecks that page before relying on it. The arithmetic is simple: if the owner contributed $10,000 and withdrew $4,000, the ledger shows two reportable transaction categories with those two amounts, and the penalty for missing the form is $25,000, which is more than the $14,000 that moved. That ratio, not a fee line, is why we call the form out.

Annual upkeep and the dates that follow you

The state does not stop asking for filings because the owner lives abroad. Most states require a recurring report or fee, and the registered agent renews each year. The state pages on this site list the recurring charge label, amount, and due rule we checked for all 50 states and the District of Columbia, and the annual report guide explains late consequences. Put the state due date, the agent renewal, the Form 5472 filing, and any owner tax return on one calendar. The compliance calendar tool lets you do this in a few minutes and keeps the entries on your device.

• State recurring report or fee, by the due rule on your state page.
• Registered agent renewal, billed on its own cycle.
• Form 5472 with a pro forma Form 1120, due with the Form 1120 due date.
• Any owner return, such as Form 1040-NR, if required.
• A check of the FinCEN BOI page each year in case the rule changes again.

Checklist

1. Read the state filing office rules on who may form and own an LLC, before choosing the state.
2. Compare formation and recurring charges on the state pages and the calculator.
3. Hire a registered agent with a physical address in the state and keep the written consent.
4. Apply for the EIN through the IRS international phone, fax, or mail route.
5. Keep a ledger of every contribution to and distribution from the LLC.
6. Confirm with a preparer whether Form 5472 and a pro forma Form 1120 are due.
7. Ask whether you also owe Form 1040-NR or have a treaty position.
8. Read the FinCEN BOI page on the day you file and again each year.
9. Put every state and federal date on one calendar.

Next step

Use the linked tools and state records before you rely on a general rule. LLC duties turn on the state, the owners, the activity, and the tax choice.