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Formation & permits

A US company and its permits, with every fee written down.

The form of the company, the state it is formed in, and what it takes to keep it alive. The state’s own fee is always shown separately: folding it into our price is how a client discovers a cost afterwards.

Responsible for the content: Dinko Anton Tudor

Not sure which of these is yours? One hour with an advisor, USD 150, and you leave knowing. Book a consultation

Which form

Which form of company suits you

What follows are formal obligations and deadlines. How much tax a non-resident actually pays depends on the double-tax treaty and on whether there is a permanent establishment — that is not stated in the abstract on a web page. It is what the consultation is for.

LLC

  • No federal rule limits the nationality or residence of its members: a non-resident can be the sole member. Delaware does not even require the members to be named.
  • For tax, a single-member LLC is disregarded by default and a multi-member one is a partnership, unless it elects to be taxed as a corporation (Form 8832).
  • A foreign-owned single-member LLC must file a pro forma Form 1120 with Form 5472, even with no tax to declare. Penalty for not filing: USD 25,000, and another USD 25,000 if it continues 90 days after the IRS notice.
  • The usual form for a non-resident: it avoids double taxation and accepts a single foreign member. Used for e-commerce, services, consulting, holding assets and invoicing US clients.

C Corporation

  • No limit on the nationality, residence or number of shareholders, and several classes of shares are possible.
  • Double taxation: the company pays federal tax at a flat 21% (Form 1120), and dividends are taxed again in the shareholder’s hands — for a non-resident, by withholding at source, reducible under a treaty.
  • Every domestic corporation must file, whether or not it has taxable income. With 25% or more foreign ownership and related-party transactions, Form 5472 as well, with the same USD 25,000 penalties.
  • The form US investors expect in practice: raising investment, venture capital, stock options, and structures that reinvest profit instead of distributing it.

S Corporation — and why a non-resident cannot have one

  • It is not a form of company but a tax regime, elected with Form 2553.
  • The IRS is categorical: shareholders “may be individuals, certain trusts, and estates” and “may not be partnerships, corporations or non-resident alien shareholders”.
  • There is no exception and no planning around it. If a foreigner acquires shares, the S election is revoked automatically and the company is taxed as a C corporation.

LP, LLP and sole proprietorship

  • LP: a general partner with unlimited liability and limited partners. Pass-through, Form 1065 with K-1s. Used for investment funds and real estate.
  • LLP: all general partners, each protected from the others’ conduct. Used by professional firms. Pass-through.
  • Sole proprietorship: not advisable for a non-resident. There is no separate legal person and no separation of assets.

Withholding under section 1446

Every pass-through structure with a foreign partner — a multi-member LLC included — must withhold on the effectively connected income attributable to that partner: 37% if the partner is an individual, 21% if it is a company, with Forms 8813, 8804 and 8805. Not withholding makes the partnership liable for the tax plus penalties and interest.

Which state

Which state, and what each one publishes about you

Delaware, Wyoming, Florida and New Mexico, side by side. Fees paid to the state, in US dollars.

Delaware

LLC formation
USD 110
Corporation formation
from USD 109
Registering as a foreign entity
LLC USD 200 · Corp. USD 245
LLC, every year
USD 400 · due 1 June
State corporate income tax
8.7%, but not applied if you do not operate in Delaware
State personal income tax
Yes
Publishes members and managers?
LLC no. A corporation does: its annual report names every director

For: The Court of Chancery and a body of company case law no other state matches; the standard institutional investors expect; an LLC does not publish its members or file an annual report; and if you do not operate in Delaware you do not pay its 8.7%.

Against: The most expensive to keep; a corporation does publish its board; and the franchise tax by the authorised-shares method soars if many shares are authorised without calculating the other method.

Wyoming

LLC formation
USD 100
Corporation formation
USD 100
Registering as a foreign entity
USD 150
LLC, every year
USD 60 · minimum, due in the anniversary month
State corporate income tax
None
State personal income tax
None
Publishes members and managers?
No

For: No corporate or personal income tax, USD 60 a year, does not publish members, formation for USD 100.

Against: Slow: up to 15 business days, and the Secretary of State warns there is no expedited service. And it does not carry Delaware’s standing with an investor.

Florida

LLC formation
USD 125
Corporation formation
USD 78.75
Registering as a foreign entity
USD 125
LLC, every year
USD 138.75 · due 1 January – 1 May
State corporate income tax
Yes
State personal income tax
None
Publishes members and managers?
Yes, everything

For: Where you really operate if you have a physical presence, staff or clients in the south-east; no personal income tax; a corporation is cheap to form.

Against: Zero anonymity; a high annual fee for what it gives; the harshest late penalty of the four — USD 400 after 1 May — and automatic administrative dissolution in September.

New Mexico

LLC formation
USD 50
Corporation formation
—
Registering as a foreign entity
USD 100
LLC, every year
USD 0 · no annual report
State corporate income tax
Yes
State personal income tax
Yes
Publishes members and managers?
No

For: The lowest total cost — USD 50 and no annual LLC fee — and it does not publish members.

Against: Far less recognition and case law; fewer agents and banks used to it; and with no annual report the public record goes stale, which sometimes makes it harder to prove good standing to banks and counterparties.

Anonymity: what is true

Florida’s annual report requires officer, director, manager and authorised member names and addresses, and all of it can be searched in Sunbiz: Florida offers no company anonymity, and we say so even though we form companies there. In Delaware an LLC is opaque, but a corporation publishes its board. New Mexico’s Secretary of State itself says beneficial ownership information should only go to FinCEN, and not be included when forming the business with the state.

The cheap state saves nothing if you operate in another

Every state requires a company to register as a foreign entity before doing business in its territory, and then you pay twice, plus the corporate tax of the state where you operate. Florida will not let a foreign LLC transact business until it has a certificate of authority, with a Florida registered agent and a certificate of existence from the home state issued within the previous 90 days. Wyoming fines doing business without authority USD 5,000, plus fees and taxes, plus 18% interest.

A worked example: a Wyoming LLC with an office, a warehouse or staff in Florida pays Wyoming (USD 60), plus Florida (USD 125 to register and USD 138.75 a year), plus Florida’s 5.5% if it is taxed as a corporation — and appears publicly in Sunbiz. The saving is gone as soon as there is physical substance outside the state of formation. Choosing a state only really saves money when there is no physical presence in any: a digital business, remote services, a holding company.

Beneficial ownership reporting (FinCEN)

Under FinCEN’s interim rule of 26 March 2025, companies created in the United States and their beneficial owners are exempt from beneficial ownership reporting. Only foreign entities registered to do business in a state still report, within 30 days, and even they do not report US persons. This is recent and has been through the courts: we confirm it again before relying on it.

Formation & permits

Company formation

Depends on us. No agency weighs the merits here. If the information is correct, the outcome is certain, and we answer for it. Formation is ours if the data are right. The state decides whether the name is available and admissible, can reject a filing for defects of form, and sets the effective date.

What it is and why you are asked for it

Legal personality and limited liability arise only from registration with the state. The filing is a Certificate of Formation (Delaware LLC), Articles of Organization (Wyoming, New Mexico, Florida) or a Certificate or Articles of Incorporation for a corporation.

What this service includes

  • Checking that the name is available.
  • Preparing and filing the formation document with the Secretary of State of the state you choose.
  • The registered agent’s written consent, which the filing requires.
  • For a corporation, setting the number and class of authorised shares — the figure that drives Delaware’s franchise tax.

What it does not include

  • The state’s filing fee, which is paid to the state and shown apart.
  • Registering as a foreign entity in another state where you actually operate.
  • The registered agent’s annual service, the EIN and annual maintenance, each a separate service.

What we need from you

  • The name you want, with alternatives.
  • A principal and a mailing address.
  • The organiser who signs.
  • For a corporation, the shares to authorise.
  • In Wyoming, an email address, which is mandatory.

How long it takes

Only one state publishes a deadline: Wyoming, up to 15 business days from receipt, in order of arrival, with no expedited service. Delaware publishes no ordinary deadline but sells expedited service with a contractual time: 1 hour, 2 hours, same day or next day, for fees on top of the filing fee. Florida and New Mexico publish none, and we promise none.

Price

USD 300 + state fee

Not sure it is what you need? One hour, USD 150, to decide before you commit. Book a consultation

EIN without an SSN

Depends on us. No agency weighs the merits here. If the information is correct, the outcome is certain, and we answer for it. Ours when the data are consistent. The IRS assigns the number and can reject an application whose name does not match the state record.

What it is and why you are asked for it

The federal tax number. Without it there is no tax return, no bank account, no payment gateway, no marketplace account, and no TTB or APHIS permit in the company’s name. The IRS online application does not work for a non-resident: it is only for applicants with a legal residence, principal place of business or office in the US, and it requires the responsible party to have a valid SSN, EIN or ITIN.

What this service includes

  • Preparing Form SS-4, with line 7b filled in as the IRS instructs for a responsible party without an SSN or ITIN: “Foreign” — never left blank, and without first obtaining an ITIN.
  • Applying by the channel open to non-residents: by telephone, where the number is issued during the call, or by fax.
  • Checking that the SS-4 matches the state registration exactly.

What it does not include

  • An ITIN, which is not needed for this.
  • Any IRS fee: there is none.

What we need from you

  • The company’s exact legal name as registered, its address, and the state and date of formation.
  • The full name of the responsible party — the person who ultimately owns or controls the company. It must be an individual, not a company.
  • The type of entity, the reason for applying and the main activity.
  • A phone or fax number for contact.

How long it takes

The IRS publishes three: by telephone, the EIN is issued in the call; by fax, “generally within 4 business days”; by mail, “approximately 4 weeks”. The telephone line is reserved for applicants with no legal residence, office or place of business in the US — that is, exactly you. Nobody can speed up the fax or the mail.

Price

USD 150

Not sure it is what you need? One hour, USD 150, to decide before you commit. Book a consultation

Registered agent

Depends on us. No agency weighs the merits here. If the information is correct, the outcome is certain, and we answer for it. Ours. It is a service we provide, not an application to anyone.

What it is and why you are asked for it

The physical address in the state where authorities and courts serve notices and process. It is a continuing legal requirement, not an extra. Wyoming requires every entity to “continuously maintain” an agent at a street address in the state where the agent is physically present (W.S. 17-28-101(a)); Delaware requires a physical address in Delaware and identity checks on the client (Reg. 519); Florida requires the agent’s written acceptance (§ 605.0902).

What this service includes

  • A street address in the state, with an agent physically present.
  • Receiving service of process and official notices, and passing them on to you.
  • The identity checks the state requires of the agent.

What it does not include

  • A PO box: it is not valid for this, anywhere.
  • The annual report and taxes, which are annual maintenance.

What we need from you

  • The company’s details and the identification of its owners, for the agent’s checks.
  • A current address and contact where we can forward everything.

How long it takes

There is no separate filing: the agent is named in the formation. None of the four states publishes a deadline for changing agent. One thing worth knowing: the agent is usually how the annual report reminder arrives, so an address change not passed on is the most common cause of administrative dissolution.

Price

USD 150 per year

Not sure it is what you need? One hour, USD 150, to decide before you commit. Book a consultation

USDA permit, plant products

The agency decides. Applying is not obtaining. We prepare and file the case; a federal agency decides it with its own discretion, and we promise neither the outcome nor a deadline. APHIS decides whether to grant, with what conditions, through which ports, with what quarantine and for how long. It can deny by country of origin or plant-health situation, with no margin for the applicant.

What it is and why you are asked for it

USDA APHIS authorises the import of plant material that carries a plant-health risk. Without the prior permit, the goods are held or destroyed at the border. The application is made in APHIS eFile — Form PPQ 587 for plants and plant products, PPQ 621 for protected plants, and PPQ 588, the Controlled Import Permit, for prohibited or restricted material, which is only granted for experimental, therapeutic or development purposes (7 CFR 319.6).

What this service includes

  • Identifying the right form for your product.
  • Preparing and filing the application in APHIS eFile.
  • Answering APHIS’s questions until it decides.

What it does not include

  • The permit itself: APHIS decides, and it can deny by country of origin or plant-health situation.
  • Food for human consumption, which belongs to USDA FSIS, not APHIS.
  • CBP’s own entry requirements, which are another agency’s.

What we need from you

  • The importing company and its EIN.
  • An exact technical description of the product, the species and the tariff heading.
  • The country of origin and the establishment it comes from.
  • The planned port of entry and the end use.

How long it takes

APHIS publishes no processing time for any of its permits. It depends on the type of permit and the risk analysis, and the agency makes no commitment.

Price

USD 500

Not sure it is what you need? One hour, USD 150, to decide before you commit. Book a consultation

USDA permit, animal origin

The agency decides. Applying is not obtaining. We prepare and file the case; a federal agency decides it with its own discretion, and we promise neither the outcome nor a deadline. APHIS decides whether to grant, with what conditions, through which ports, with what quarantine and for how long. It can deny by country of origin or animal-health situation, with no margin for the applicant.

What it is and why you are asked for it

USDA APHIS authorises the import and movement of animal products and by-products that carry an animal-health risk. Without the prior permit, the goods are held or destroyed at the border. The application is made in APHIS eFile — VS 16-3 for controlled material and animal products and by-products, VS 16-7 as its supplement for cell cultures and derivatives, VS 17-129 for live animals, semen, embryos and hatching eggs, and VS 16-6A to renew or amend a permit.

What this service includes

  • Identifying the right form for your product.
  • Preparing and filing the application in APHIS eFile.
  • Describing destination facilities and biosecurity measures where the permit asks for them.
  • Answering APHIS’s questions until it decides.

What it does not include

  • The permit itself: APHIS decides, and it can deny by country of origin or animal-health situation.
  • Food for human consumption, which belongs to USDA FSIS; pet dogs and cats, which belong to the CDC; and commercial dog imports, which belong to APHIS Animal Care.
  • Any prior inspection of destination facilities, and CBP’s own requirements.

What we need from you

  • The importing company and its EIN.
  • An exact technical description of the product, the species and the tariff heading.
  • The country of origin and the establishment it comes from.
  • The planned port of entry, the end use, and where required, the destination facilities.

How long it takes

APHIS publishes no processing time for any of its permits. It depends on the type of permit and the risk analysis, and the agency makes no commitment.

Price

USD 1,500

Not sure it is what you need? One hour, USD 150, credited if you go ahead. Book a consultation

Alcohol and tobacco (TTB)

The agency decides. Applying is not obtaining. We prepare and file the case; a federal agency decides it with its own discretion, and we promise neither the outcome nor a deadline. The TTB grants, denies or conditions the permit after examining the suitability of the people who control the company and the adequacy of the premises. A federal permit does not replace the state licence.

What it is and why you are asked for it

Certain alcohol and tobacco businesses must apply to the TTB and receive approval before engaging in business. The Basic Permit (TTB F 5100.24, under 27 U.S.C. § 203 and § 204(c)) covers producing or processing spirits or wine, importing or wholesaling alcoholic beverages, and operating bonded distilleries and wineries. E-cigarette and vape makers do not need a TTB permit.

What this service includes

  • Scoping which permits your activity needs, in the paid consultation.
  • Preparing and filing the application in TTB Permits Online.
  • The complete ownership and control structure, with the people who control the company.
  • Following the application until the TTB decides.

What it does not include

  • The permit itself: the TTB decides after examining the people with control and the premises.
  • State and local licences, which are a separate and additional regime — and the three-tier system can stop one entity from being importer, wholesaler and retailer at once.

What we need from you

  • The company and its EIN.
  • Its full ownership and control structure.
  • The partners, officers and managers, with their background.
  • The premises, and whether they are owned or leased.
  • The source of funding.
  • Your state and local licences.

How long it takes

The TTB is the only one of these agencies that publishes figures. Median days to process an original application, July 2026: alcohol wholesaler 17, alcohol importer 19, brewery 35, distillery 48, bonded winery 48, tobacco importer 125. In the TTB’s own words, “median days to process means that half of applications are issued within the posted times and half take longer”. Its service target is 85% of permits in 75 calendar days. A median is not a guarantee.

Price

Priced after the consultation

We do not put a price on this because it cannot be known without looking at your case. The consultation sets the scope, and its USD 150 is credited if the service that follows is USD 1,000 or more.

Annual maintenance

Depends on us. No agency weighs the merits here. If the information is correct, the outcome is certain, and we answer for it. Ours: these are formal obligations with fixed dates. What is at stake is doing them on time.

What it is and why you are asked for it

A company does not stay alive on its own, and there are three independent levels, each with its own consequence: the state register, federal tax, and sector permits. The one almost nobody mentions: a single-member LLC owned by a foreigner must file a pro forma Form 1120 with Form 5472 attached, even with no tax to declare. The penalty for not filing is USD 25,000, and another USD 25,000 if it continues 90 days after the IRS notice.

What this service includes

  • The state’s annual report and tax, before its due date: Delaware corporations by 1 March, Delaware LLCs by 1 June, Wyoming in the anniversary month, Florida between 1 January and 1 May.
  • The federal filing that fits your company: pro forma 1120 with 5472 for a foreign-owned single-member LLC; 1120 for a C corporation, profit or not; 1065 with K-1s for a multi-member LLC.
  • Keeping the registered agent’s address current, which is how the reminders arrive.

What it does not include

  • The state’s own fee or tax, shown apart.
  • Your actual tax position. Whether and how much you pay depends on the double-tax treaty and on whether there is a permanent establishment, and that is for the consultation, not a web page.
  • Sector renewals with APHIS or the TTB, which we quote separately.

What we need from you

  • The company’s documents and its state.
  • Changes of owners, officers or address during the year.
  • For the 5472, the transactions between the company and its owner.

How long it takes

The state deadlines are fixed and published, and the penalties with them: Florida adds USD 400 after 1 May and administratively dissolves the company on the fourth Friday of September, with no waiver of either; Delaware charges USD 200 plus 1.5% monthly interest, and its franchise tax keeps accruing until a company is formally dissolved.

Price

USD 150 per year + state fee

Not sure it is what you need? One hour, USD 150, to decide before you commit. Book a consultation

All amounts in USD.

The state’s fee, which is not ours

The state’s fee, which is not ours

Paid to the state and passed through at cost. It is listed here so it is never a surprise.

On formation

Delaware
USD 110
Florida
USD 125
Wyoming
USD 100

Every year

Delaware
USD 400
Florida
USD 138.75
Wyoming
from USD 60
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Formation & permits

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