How to Form an LLC in 2026 | 美国LLC公司注册完全指南

Last reviewed: July 4, 2026

What Is an LLC?

A Limited Liability Company (LLC) is a business structure that separates your personal assets from your business liabilities. If the business is sued or accrues debt, your personal savings, home, and other assets are generally protected. This is the main reason over 70% of new businesses in the US choose the LLC format, according to data from the U.S. Small Business Administration.

Unlike a traditional corporation, an LLC offers flexibility in how it is taxed. By default, the IRS treats single-member LLCs as sole proprietorships and multi-member LLCs as partnerships. This means business income passes through to your personal tax return — the LLC itself does not pay federal income tax at the entity level.

Benefits of Forming an LLC

• Personal asset protection — Your home, car, and personal bank accounts are shielded from business lawsuits and debts.
• Pass-through taxation — Business profits are taxed once on your personal return, avoiding the double taxation that C-Corporations face.
• Flexible management — No board of directors required. Members can manage the LLC themselves or appoint managers.
• Ownership flexibility — LLCs can have any number of members, including non-US residents, corporations, and trusts.
• Fewer compliance requirements — Compared to corporations, LLCs have minimal record-keeping and meeting requirements.
• Credibility — Having "LLC" in your business name signals legitimacy to customers, vendors, and banks.

Choosing the Right State for Your LLC

You can form an LLC in any state, regardless of where you live or operate. However, most people form their LLC in the state where they conduct business to avoid paying double registration fees. If you are forming an LLC for asset protection, privacy, or tax reasons, three states stand out:

Delaware

Delaware is the gold standard for business formation. Over 60% of Fortune 500 companies are incorporated there. The state has a dedicated business court (Court of Chancery) that handles corporate disputes efficiently. Delaware does not require LLC members' names to be listed in public records, offering strong privacy. The annual franchise tax for LLCs is a flat $300.

Wyoming

Wyoming is popular for small businesses and solo entrepreneurs. Filing costs $100, and the annual report fee is only $60. Wyoming has no state income tax and no franchise tax. The state also offers strong asset protection — charging orders are the sole remedy for creditors seeking to collect from an LLC member.

Nevada

Nevada has no state income tax and strong privacy laws. However, the filing fee is $425 and the annual fee is $350, making it more expensive than Delaware and Wyoming. Nevada also requires a State Business License, which adds $200 per year.

LLC Formation Cost Comparison by State

Filing fees shown are current as of 2026. Always verify with the relevant Secretary of State office before filing.

Step-by-Step LLC Formation Process

Step 1: Choose a Name

Your LLC name must be unique in the state where you file. Most states have an online name search tool on the Secretary of State website. The name must include "LLC," "L.L.C.," or "Limited Liability Company" as a designator. You can usually reserve a name for a small fee ($10-$50) if you are not ready to file yet.

Step 2: Appoint a Registered Agent

Every state requires LLCs to have a Registered Agent — a person or company with a physical address in the state who receives legal mail and government notices on behalf of the LLC. You can be your own Registered Agent if you live in the state, but most people use a professional service ($50-$300 per year) for privacy and convenience.

Step 3: File Articles of Organization

This is the document that officially creates your LLC. It is filed with the Secretary of State (or equivalent office) in your chosen state. The form asks for the LLC name, Registered Agent information, management structure, and sometimes the names of members. Filing can usually be done online, and processing time ranges from a few days to a few weeks depending on the state.

The U.S. Small Business Administration provides a detailed business structure guide that covers state-specific filing requirements.

Step 4: Create an Operating Agreement

The Operating Agreement is an internal document that defines how your LLC is run. It covers ownership percentages, profit distribution, voting rights, management responsibilities, and what happens if a member leaves or the LLC dissolves. You do not file this document with the state, but you should keep a signed copy with your business records.

Without an Operating Agreement, your LLC is governed by the default rules of your state, which may not reflect what you and your co-members agreed on verbally.

Step 5: Obtain an EIN from the IRS

An Employer Identification Number (EIN) is like a Social Security Number for your business. You need it to open a bank account, hire employees, and file taxes. The application is free and can be completed online at IRS.gov in about 10 minutes. Non-US residents without an SSN can still get an EIN by filing Form SS-4 by mail or fax.

Step 6: Open a Business Bank Account

Commingling personal and business funds can void your liability protection — this is called "piercing the corporate veil." To maintain separation, open a dedicated business checking account using your EIN and filed Articles of Organization. Most banks also require your Operating Agreement and a government-issued ID.

Step 7: File State and Local Registrations

Depending on your location and industry, you may need additional licenses or permits. Common requirements include a general business license, sales tax permit, professional license, or zoning permit. Check with your city and county government for local requirements. The SBA licenses and permits page is a good starting point.

Taxation of LLCs

By default, the IRS taxes LLCs as follows:

• Single-member LLC — Treated as a sole proprietorship. Business income and expenses are reported on Schedule C of your personal tax return (Form 1040).
• Multi-member LLC — Treated as a partnership. The LLC files Form 1065 (information return), and each member receives a Schedule K-1 showing their share of profits or losses.

S-Corp Election

If your LLC is profitable, electing S-Corporation taxation may reduce your self-employment tax. By default, all LLC profits are subject to the 15.3% self-employment tax (Social Security + Medicare). With an S-Corp election, you pay yourself a "reasonable salary" that is subject to payroll taxes, and the remaining profit is distributed as dividends, which are not subject to self-employment tax.

To make this election, file Form 2553 with the IRS. The deadline is within two months and 15 days of the beginning of your tax year. This election makes sense when your net profit exceeds roughly $60,000-$80,000 per year, but you should consult a tax professional to run the numbers for your specific situation.

State Taxes

State tax obligations vary widely:

• Delaware, Wyoming, and Nevada have no state income tax.
• California charges a minimum $800 franchise tax every year, regardless of income.
• New York and Texas have their own franchise tax calculations based on revenue.
• Some cities (like New York City) also impose a local business tax.

Annual Reporting Requirements

Most states require LLCs to file an annual report and pay a fee. Here is what to expect:

LLC Formation for Non-US Residents

You do not need to be a US citizen, resident, or visa holder to form an LLC. This makes the US LLC an attractive option for international entrepreneurs, freelancers, and digital nomads. Here is what you need to know:

• No SSN required — You can get an EIN by filing Form SS-4 by mail or fax. The process takes 4-8 weeks by mail or 4 business days by fax.
• No US address required — You use your Registered Agent's address for official mail. Your personal address can be anywhere in the world.
• Banking — Some US banks require an in-person visit to open an account. However, certain fintech companies (like Mercury, Wise, and Relay) allow remote account opening for non-residents with proper documentation.
• Tax filing — Non-resident LLC members may need to file Form 5472 and Form 1120 if the LLC has a foreign owner with 25%+ ownership. The IRS imposes a $25,000 penalty for failing to file Form 5472, so do not skip this.
• Visa implications — Owning an LLC does not grant you a US visa. If you want to work in the US, you need an appropriate visa (such as an E-2 or L-1). Passive ownership and investment are generally fine on a tourist visa.

The IRS international business section provides guidance on tax obligations for foreign-owned LLCs.

Total Cost Estimate

Common Mistakes to Avoid

• Not having an Operating Agreement — Without one, state default rules apply, which can cause disputes among members.
• Commingling funds — Using your personal account for business expenses can void your liability protection.
• Missing annual filings — Late or missed filings can result in penalties or administrative dissolution of your LLC.
• Choosing the wrong state — If you operate in California but form in Delaware, you may need to register as a "foreign LLC" in California, paying fees in both states.
• Ignoring Form 5472 — Foreign-owned LLCs that fail to file this form face a $25,000 penalty per violation.

Frequently Asked Questions

Can a non-US resident form an LLC?

Yes. Non-US residents can form an LLC in any state. You do not need a US address, SSN, or visa. You will need a Registered Agent in the state of formation and an EIN from the IRS, which can be obtained by filing Form SS-4 by mail or fax.

Which state is best for LLC formation?

Delaware, Wyoming, and Nevada are the most popular choices. Delaware has well-established corporate law and strong privacy protections. Wyoming has low fees and no state income tax. Nevada offers strong privacy but has higher filing fees. If you operate in only one state, forming there is usually the simplest option.

How much does it cost to form an LLC?

The total first-year cost ranges from $200 to $600 depending on the state. This includes the state filing fee ($70-$425), Registered Agent fee ($50-$300 per year), and EIN application (free from IRS). Ongoing annual costs range from $60 to $800+ depending on the state.

Does an LLC need to file taxes separately?

By default, no. An LLC is a pass-through entity, meaning profits and losses are reported on the owners' personal tax returns. The LLC itself does not pay federal income tax. However, LLCs can elect S-Corp or C-Corp taxation by filing Form 8832 or Form 2553 with the IRS.

What is an Operating Agreement and is it required?

An Operating Agreement is an internal document that outlines ownership percentages, profit distribution, management structure, and dissolution rules. It is not filed with the state, but most states legally require LLCs to have one. Without it, default state rules apply to your business.

Can a single person own an LLC?

Yes. A single-member LLC (SMLLC) is a common structure for solo entrepreneurs. It provides the same liability protection as a multi-member LLC. For tax purposes, the IRS treats a single-member LLC as a sole proprietorship by default, but you can elect S-Corp taxation if it reduces your self-employment tax.

Need Help Deciding?

Ask our AI legal advisor to find out which business structure fits your situation and which state makes the most sense for your LLC.