The step-by-step formation checklist

Formation is a sequence, not a shopping list. If you file the articles before you have a registered agent, or apply for the EIN before the state approves the LLC, you create a mismatch that follows you into the bank application. This is the order that avoids the common rework.

The 12 steps

1. Decide what the LLC is for

   Write one paragraph: who pays the LLC, for what, from where, and whether you will hold US inventory or hire US staff. This determines the state, the tax registrations and whether a US bank will understand the business. “Amazon FBA” and “consulting for EU clients” are different risk profiles.

2. Choose the state

   Use the state comparison. For a European-owned LLC with no US operations, Wyoming and New Mexico are the low-cost options; Delaware is a $400-a-year choice that usually belongs to a venture-track C-Corp; Florida is for a real Florida presence.

3. Choose and check the name

   Check the state's business name database and a trademark search. A name that is available in Wyoming may be reserved or confusingly similar in another state. Do not buy branded keywords or a domain that infringes a provider's trademark.

4. Decide the ownership and management

   Single-member or multi-member? Member-managed or manager-managed? For a single-member LLC, the operating agreement can be short, but it should still state ownership, capital contributions, distributions and what happens on death or incapacity. A multi-member LLC needs a real agreement, especially across borders.

5. Appoint a registered agent

   The agent must have a physical address in the formation state and be available during business hours to receive legal service. A virtual mailbox is not a registered agent. A commercial agent typically costs $125–$299 a year; some formation packages include the first year.

6. File the articles of organization

   File with the state and pay the fee: Wyoming $100, Delaware $70, New Mexico $50 (plus a possible portal fee), Florida $125 including the agent designation. Keep the stamped approval. The formation date starts the annual report clock in Wyoming and Florida.

7. Get the EIN

   Apply by phone, fax or mail using Form SS-4. The IRS online tool is generally not available to a non-resident without a US principal place of business and an SSN/ITIN. Save the confirmation letter. See the EIN guide for the three routes and timelines.

8. Open a business bank account

   Compare the address rules before you apply. Mercury accepts a US or international principal place of business but not a registered-agent address; Relay requires a physical US address; Wise asks for a physical trading address. Prepare the formation documents, EIN letter, operating agreement and passport. See the bank guide.

9. Set up bookkeeping and separate the money

   Use a separate account for the LLC and label owner contributions and draws. This protects the liability shield and makes Form 5472 easier. A simple spreadsheet is enough at the start; a bookkeeper becomes worthwhile when you have payroll, inventory or multiple currencies.

10. Put the federal filing in the calendar

    For a single-member foreign-owned LLC, the key filing is Form 5472 with a pro forma Form 1120. The penalty for failing to file when required is $25,000. The form cannot be e-filed by a foreign-owned disregarded entity and must be faxed or mailed to the dedicated address. See the tax guide.

11. Put the state annual report and agent renewal in the calendar

    Wyoming: first day of the anniversary month, $60 minimum. Delaware: 1 June, $400. Florida: 1 May, $138.75, with a $400 late fee. New Mexico: no annual report, but the agent renewal still applies. Missing these can dissolve the company.

12. Deal with your home country

    Tell your Dutch, Polish or other EU adviser that you own a US LLC. Ask about place of effective management, CFC rules, personal income tax, VAT and social security. A US formation provider will not do this for you. Do it before the first year-end, not after.

The realistic timeline

Documents to keep in one folder

• Stamped articles of organization and the state approval.
• EIN confirmation letter (CP-575 or 147C).
• Operating agreement and any amendments.
• Registered-agent contract and renewal date.
• Bank account documents and the W-8BEN/W-8BEN-E forms you signed.
• Owner contribution and distribution records.
• Form 5472 working papers and the filed copy.
• State annual report confirmations.

Five mistakes that cost more than the formation fee

1. Using a registered-agent address as the bank's operating address. Mercury explicitly excludes it; Relay asks for a separate operational address. Fix the address before you apply, not after a rejection.

2. Filing the wrong federal form. A foreign-owned single-member LLC is not a partnership and not a normal 1120 filer. It needs the pro forma 1120 with Form 5472 attached. Ask a preparer to confirm they have done this specific filing.

3. Forgetting the state annual report. Delaware's $400 tax and Florida's $138.75 report are easy to miss in a busy year. A missed filing can dissolve the entity and cost more to reinstate than to comply.

4. Treating the LLC as tax-free. The US may not tax the LLC's income at the entity level, but your home country can tax you, and VAT can apply. “US LLC” is not a tax residence change.

5. Buying a “BOI filing” for a US LLC in 2026. FinCEN's final rule exempts US companies. The foreign-company rule is different, but a US LLC formed by a European is not a reporting company under the current rule.

What to do after the first year

Review three things every year: the state annual cost, the registered-agent renewal and your home-country tax position. If you add US customers, inventory or staff, revisit sales-tax nexus and foreign qualification. If you raise money, revisit the entity type; a Delaware C-Corp may be the right vehicle before a US venture round. If you stop using the LLC, dissolve it properly rather than letting it lapse; an abandoned entity can accumulate penalties and complicate a future US application.