US LLC for a Non-Resident: Delaware or Wyoming

• The choice of state has little impact on federal taxes. Instead, it affects maintenance costs, data privacy, and the governing law used to resolve disputes between partners.
• Wyoming is a more affordable and simpler option for a business with a single owner. Delaware is the better choice when the structure involves—or anticipates—investors, complex equity distribution, or a future conversion into a corporation.
• The absence of US tax liability does not exempt a company from reporting requirements. Form 5472 (along with a pro forma Form 1120) must be filed even if there is zero turnover; the penalty for non-filing starts at $25,000.
• As of August 14, 2026, US-formed companies are permanently exempt from filing beneficial ownership information with FinCEN. However, the BE-13 reporting obligation to the Department of Commerce remains in effect, with the filing deadline occurring just 45 days after registration.
• The suspension of the US-Russia tax treaty, effective August 16, 2024, eliminated reduced withholding tax rates. Passive income from US sources is subject to a 30% withholding tax, with no possibility of claiming treaty-based relief.
• For a Russian tax resident, an LLC is classified as a Controlled Foreign Company (CFC), subject to specific notification requirements and deadlines. The penalty for failing to file a CFC notification is 500,000 rubles per company.

To put it briefly, for most non-residents setting up an LLC for services, IT products, consulting, or marketplace sales, Wyoming is the more practical choice: maintenance costs are lower, member details are not made public, and the annual filing requirement consists of just a single report. Delaware is the better option when the company brings in an external investor, introduces multiple share classes or an option plan, or anticipates converting into a corporation for a venture capital round. Notably, the choice of state has little impact on the amount of tax you pay in the US; tax liability is determined by the nature of the income and whether you conduct business within the country, while the ability to open a bank account depends on your country of residence and business model rather than the details listed on your certificate of incorporation.

Why the debate over US states usually misses the point

Discussions about Delaware traditionally repeat the standard narrative regarding tax havens and the Court of Chancery. While this narrative is accurate, it applies to corporations handling billion-dollar deals, not to a company billing US clients $15,000 a month. For the latter, the differences between states come down to a couple of hundred dollars in annual expenses, which state’s laws govern the operating agreement, and how quickly you can obtain a necessary document. At IT-OFFSHORE, we don’t start the conversation with the name of the state; instead, we ask three questions: who pays you, where are you physically located, and what do you plan to do with the company in three years? The answers almost always point directly to the right solution.

Delaware: law, investors, and dispute predictability

Delaware’s LLC law is the most sophisticated in the country, and the Court of Chancery’s case law regarding member disputes is extensive and highly predictable. This is valuable when ownership is split among several people, when there are agreements regarding vesting, rights of first refusal, or exit strategies, and when there is a potential for conflict involving hundreds of thousands of dollars. US investors don’t ask awkward questions when they see a Delaware entity.
The cost of this peace of mind is known upfront. The filing fee for the Certificate of Formation is $110. There is a fixed annual tax of $300 due on June 1st; LLCs are not required to file an annual report. Late payments incur a $200 penalty plus 1.5% monthly interest on the outstanding balance (tax plus penalty), while three years of non-payment leads to the revocation of the certificate and the need for reinstatement. Registered agent fees are separate.
There is one nuance rarely mentioned: Delaware is a state you should choose from the start, rather than migrating to later. Changing the state of incorporation is technically possible, but it entails reissuing documents, renegotiating terms with banks and payment processors, and sometimes even undergoing a new client vetting process. It is cheaper to give it proper thought at the outset.

Wyoming: lower maintenance costs and greater privacy

Wyoming pioneered the LLC structure in 1977 and has since maintained a reputation for offering the strongest protection of a member's interest against seizure for personal debts. For an asset owner, this is no mere abstraction: generally, a member's creditor gains a right to distributions but not to the management of the company.
The filing fee for formation documents is $100. Subsequently, there is an annual report and license fee: a minimum of $60, or 0.0002 of the value of assets located and used within Wyoming itself, whichever is higher. For a company operating remotely that holds no property in the state, the fee remains at the minimum level. The deadline is tied not to the calendar year but to the first day of the month of registration; this frequently trips up those who set spring reminders based on the Delaware model.
Data privacy levels are roughly similar in both states: members' names are not filed in the public registry, though the registered agent is visible. The difference lies elsewhere: Wyoming requires nothing beyond the annual report, whereas in Delaware, you pay a fixed amount regardless of whether there was any business turnover.

How the decision is made in practice

We consider the ownership structure, plans for raising capital, the nature of the client base, and the payment services required from day one. A single-owner company with clients in the US and Europe is almost always advised to choose Wyoming. A venture with two or three founders from different countries and an agreement on a future funding round is steered toward Delaware—often with the immediate intention of becoming a corporation. Licensed activities are a different matter entirely; here, the choice of state is dictated by regulatory requirements—as is the case with a US gambling license.
Sometimes, the right answer is unexpected: you don’t need the US. If all your clients are in the EU and payments are made in euros, an Estonian or UK company will be cheaper to administer and easier to manage from a banking perspective.

Taxes: When the US Charges Nothing vs. When It Charges 30%

This is where most misunderstandings arise. By default, an LLC is tax-transparent: the entity itself does not pay income tax; instead, its income is treated as the income of its members. From there, everything depends on the source of the income and how it was generated.

Effectively Connected Income and a Threshold That Is Easily Crossed

A non-resident pays federal tax if they receive income that is "effectively connected" with the conduct of a trade or business within the US. Merely having US clients does not create such a connection. However, having a warehouse in the US, an employee or contractor acting on your behalf and closing deals there, an office, or a regular personal presence for negotiations *does* create that connection. This triggers the requirement to file Form 1040-NR and subjects US-connected income to progressive tax rates.
The second type of income is passive: dividends, interest, and royalties from US sources. This is subject to a 30% withholding tax, which is deducted by the payer rather than you. This is precisely why platforms and ad networks request a W-8 form before making the first payment.
There is also a third scenario that is often overlooked until it is too late. Ownership of a stake in a US company and other US-linked assets are subject to US estate tax for non-residents. The tax-exempt threshold is $60,000, and rates can reach up to 40%. For an investor holding securities or real estate through an LLC, this is a matter requiring specific planning, not just a footnote in fine print.

What Has Changed for Owners Based in Russia

The double taxation treaty between the US and Russia remains formally in place, but key provisions have been suspended by mutual agreement as of August 16, 2024. The practical implication is simple: reduced withholding rates no longer apply, US withholding agents must withhold at the statutory rate, and permanent establishment protections are effectively nullified in both directions. You cannot currently structure your business based on treaty benefits.
It is also worth dispelling a rumor that has been circulating since the beginning of the year. The 1% excise tax on outbound transfers, introduced effective January 1, 2026, applies to transfers made via cash, money orders, or similar physical instruments. Transfers from a company account to a recipient's account are not subject to this excise tax.

Expert insight.

"Over the past two years, we have handled dozens of cases where the owner was convinced there were "no US taxes"—and was generally correct—yet still received a $25,000 penalty notice for failing to file Form 5472. The tax authority’s logic differs from the norm: it separates the obligation to pay from the obligation to report. A company with no revenue, employees, or profit still triggers a reporting requirement the moment the owner deposits even a hundred dollars into its account. We advise clients to keep a simple formula in mind: taxes depend on income, whereas reporting depends on the mere fact of the company's existence. That is precisely why we offer annual support as part of the registration package, rather than as an add-on service".

State Taxes and Sales Tax

Neither Wyoming nor Delaware levies income tax on the profits of an LLC that does not conduct business within the state. However, if a company establishes a physical presence in another state—such as a warehouse, an employee, or equipment—it becomes obligated to register there as a foreign entity and pay local taxes.
Sales tax operates independently. It is tied not to the state of registration, but to where you ship goods and in what volume. Marketplace sellers are generally shielded by the platforms' own rules, but if you sell independently, you will have to calculate economic nexus thresholds for each state.

Reporting: A Calendar You Need to Keep in Mind

Reporting requirements for a US LLC consist of three independent layers: the state, the tax authority (IRS), and statistical agencies. Diligence in one area does not compensate for missing a requirement in another.

Form 5472 and Pro Forma Form 1120

An LLC with a single foreign owner must annually file Form 5472 along with an abbreviated Form 1120, marked at the top to indicate foreign ownership of a disregarded entity. Virtually any transaction between the owner and the company counts as a reportable event: capital contributions, fund withdrawals, loans, or the rent-free use of property.
The deadline for the calendar year is April 15; an extension to October 15 is available via Form 7004, provided the extension request is filed before the original deadline expires. This filing package is not submitted through standard electronic channels; instead, it must be sent by mail or fax to a specific IRS address in Ogden. Penalties start at $25,000 per form per year and continue to accrue every 30 days following notification if the violation remains uncorrected. Additionally, the law requires the retention of source documents substantiating these transactions.

Multiple Members and Withholding Tax

An LLC with two or more members is treated as a partnership by default and must file Form 1065, including schedules for each member. If the partnership derives income connected to US operations, it incurs an obligation to withhold tax on the foreign partner's share and report this using Forms 8804 and 8805. Deadlines differ in this scenario, and withholding amounts can be substantial; consequently, we always model the financial implications for structures involving multiple non-resident members prior to registration, rather than waiting until after the first payout.

BE-13 and Department of Commerce Statistics

The vast majority of articles fail to mention this obligation, even though it arises before all others. The Bureau of Economic Analysis (BEA) collects data on new foreign investments; the establishment of a U.S. company by a foreign national with an ownership stake of 10% or more constitutes a reportable event. The filing deadline is 45 calendar days from the date of registration.
As of October 3, 2025, the threshold for filing detailed forms was raised from $3 million to $40 million; consequently, a typical company files the short-form "BE-13 Claim for Exemption." The name is misleading: it is not an exemption from reporting, but rather a simplified version of the report itself, and it must be filed even if the Bureau has not contacted you. Civil penalties for failure to file amount to thousands of dollars.

Beneficial Ownership Disclosure: What Was Cancelled

Here is the news that has rendered a significant portion of competitors' content obsolete. The Corporate Transparency Act requirement was initially suspended in the spring of 2025, and on August 14, 2026, a final rule issued by FinCEN permanently exempted U.S.-formed companies from filing beneficial ownership information. Previously submitted data regarding U.S. persons is being removed from the database.
Reporting obligations now apply only to foreign companies registered to conduct business in a U.S. state, and only with respect to beneficial owners who are not U.S. persons. Your Wyoming or Delaware LLC does not fall into this category. If someone is currently trying to sell you a service to file a BOI report for a U.S. LLC, that is a reason to ask the seller a few questions.

Accounts and Payments: Rejections Aren't Just About Your Passport

While company registration takes days, the banking process takes weeks—and it is often the deciding factor in whether a project succeeds. It helps to understand the logic behind the verification process.

What is checked during account opening

Fintech platforms and banks evaluate the applicant's country of actual residence, not just their citizenship. An individual with a Russian passport who permanently resides in—and has a verified address in—Armenia, Serbia, the UAE, or the EU undergoes a fundamentally different vetting process than someone with a Moscow address. You must provide a real address; discrepancies are easily detected via IP, phone number, and documentation, and re-applications from the same company following a rejection are usually automatically declined.
Next, the platform examines the nature of the business: a functional website, service descriptions, client contracts, and a clear connection to the US market. Using a registered agent's address as the company's actual business address almost invariably leads to rejection. We prepare this documentation package in advance and select a bank or payment institution tailored to the specific business model, drawing on current banking solutions and the specific practices of each provider.

Card acceptance and platform integration

Payment processing is a separate layer. Payment services vet not only the company but also the type of business, average transaction value, refund rates, and customer geography. Certain niches require "high-risk" solutions, dedicated merchant accounts, or even specific licenses. Sometimes, acquiring a ready-made company that already has an open account is the faster route—especially when launch speed is more important than cost savings.
People often ask about individual tax numbers. An ITIN is not required for company registration or opening a bank account; rather, it is needed when you personally become liable to file a US tax return or when a specific platform requires it during a tax interview.

The Russian Perspective: What U.S. Consultants Won’t Tell You

For an owner who remains a Russian tax resident, a U.S. LLC is considered a foreign company, carrying all the associated obligations under Russian law. Compliance failures occur more frequently here than with U.S. obligations simply because owners are often not warned about these requirements.

Notifications and Deadlines

A notification regarding participation in a foreign organization must be filed within three months of acquiring a stake exceeding 10 percent. The penalty for failure to file is 50,000 rubles per company.
Individuals must file a notification regarding a Controlled Foreign Company (CFC) annually by April 30 of the year following the year in which the profit was recognized as income. This filing is mandatory even if the company reports zero profit or a loss. The penalty in this case is significantly higher: 500,000 rubles per company. Financial statements must be attached to the notification unless an exemption applies. CFC profit tax liability arises when the profit exceeds 10 million rubles.

Fixed Profit: When It Makes Sense

An alternative is to switch to paying tax based on a fixed profit amount. Starting in 2025, the fixed profit amount for a single controlled company is 27,990,000 rubles, with a tax liability of 5 million rubles. This regime eliminates the need to file company financial statements and avoids disputes over profit calculations; however, it applies for a minimum of five tax periods and does not account for losses.
The math is simple: the regime makes sense when the company consistently earns more than the specified amount. It is not cost-effective for a project generating $100,000 in annual profit. We run the numbers based on the client's specific figures before the notification to switch is filed, as it is not possible to opt out before the term expires.

Costs and Process

The budget comprises government fees, registered agent services, tax ID acquisition, and annual support. Government fees are modest: $100 or $110 for initial registration, followed by $60 to $300 annually. The bulk of the cost goes toward the registered agent, the registered address, and the preparation and filing of US regulatory reports.

What Our Support Includes

We handle state and name selection, preparation and filing of formation documents, provision of a registered agent and address, remote EIN acquisition, an operating agreement tailored to your ownership structure, filing the BE-13 form within the 45-day deadline, preparing and submitting the annual Form 5472 package (with pro forma Form 1120), and monitoring state deadlines and Russian notification requirements. A full list of jurisdictions and services is available in the company registration section, while specific US details can be found on the US company page.
For us, transparency means one specific thing: before we start, you receive a detailed cost estimate—including annual fees—and a schedule of obligations for the first year. There are no surprise charges popping up in April.

How to Get Started (If You Are in Moscow)

No in-person presence in the US is required at any stage. Documents are signed remotely, and the package is delivered via courier. If you prefer to discuss the structure by phone, you can reach us at +7 495 001-22-29 (Moscow); we also accept inquiries via email and Telegram—all contact details are listed on our contact page.
The consultation takes about forty minutes and typically focuses on four key areas: the source of funds, your actual place of residence, the payment tools required, and whether there are any partners involved. Afterward, we provide the recommended state, the timeline, and the total cost. If it turns out that a US company is not the right fit for your needs, we say so openly and propose an alternative—such as Georgia or the UAE.