How to Create a Company in the US in 2026: LLC vs C-Corp for Founders, Immigrants & Non-Residents

Forming a US company in 2026 still takes about 20 minutes and $150. The trouble is that founders who only focus on those 20 minutes end up re-filing everything a year later because they picked the wrong entity, the wrong state, misread the 2026 BOI rules, or used an EIN tied to the wrong tax election. This is the practical order of operations for creating a US company in 2026 — written for bootstrapped founders, immigrant founders, and non-residents, not for Sand Hill Road.

Key Takeaways Pick the entity before the state. LLC vs C-Corp decides your tax path. State (Delaware vs Wyoming vs Florida) is a secondary choice. Non-residents should default to LLC. Unless you are raising priced equity rounds, a single-member or multi-member LLC is simpler, cheaper, and has fewer annual filings. EIN without SSN is a fax job. The online EIN application requires a US SSN or ITIN. Non-residents file Form SS-4 by fax. Registered agent is not optional; BOI is now narrower. Registered agent coverage is still required by state law. BOI reporting changed in 2025, so domestic U.S.-created companies are currently exempt while some foreign registered entities may still report.

Step 0: Decide entity before state

Nearly every "how to start a US company" guide online gets this backwards. The state of formation is a secondary question. The first decision is entity type, because that decides which tax forms you will file for the life of the company.

Your realistic 2026 options:

Entity	Best for	Tax path	Typical 2026 annual cost
Single-member LLC	Solo founders, gig workers, real estate investors, non-residents	Disregarded (Schedule C) or S-Corp election	$150–$400
Multi-member LLC	Two+ partners, bootstrapped SaaS, owner-operator fleets	Partnership (Form 1065) or S-Corp election	$400–$900
S-Corp (via LLC election)	LLC owners with $60k+ profit, owner-operators optimizing SE tax	Form 1120-S	$600–$1,500
Delaware C-Corp	Founders raising priced VC rounds, ISOs for employees	Form 1120 (double taxation)	$900–$2,500

For most immigrant and non-resident founders we see at USTAXX, a single-member Wyoming or Delaware LLC is the right answer. For US-based founders who are already generating net profit above $60k–$80k, the LLC-with-S-Corp-election is usually where the math works out — that is the core point in our deep-dive on tax optimization for LLC owners in 2026.

Step 1: Pick the state

With entity decided, the state choice gets simpler. The three realistic options in 2026 are:

• Wyoming — cheapest annual report ($60 minimum), no state income tax, strong privacy. Best default for non-residents with no US nexus.
• Delaware — mandatory for VC-backed C-Corps, well-developed case law, higher annual franchise tax (minimum $400 for C-Corps, $300 for LLCs). Best for fundraising founders.
• Florida — no state income tax, lower annual report fee ($138.75 for LLCs), practical for US residents who will actually operate in Florida.

Avoid forming in a "home" state just because you live there if you have no tax nexus there. Conversely, do not form in Wyoming if 100% of your operations are in California — you will end up registering as a foreign entity in California anyway and paying two annual reports instead of one.

Step 2: Appoint a registered agent before filing

You cannot file the formation paperwork without naming a registered agent. Every state requires the agent to have a physical in-state address and to be available during business hours. Non-residents cannot serve as their own agent.

This is the single biggest compliance gap for international founders. If you are spinning up a Wyoming LLC from Istanbul or a Delaware LLC from Lagos, you need a commercial provider. Our full breakdown of why this matters — including what happens when the cheap provider quietly stops forwarding mail — is in Registered Agent Service in 2026: Why Every US LLC Needs One.

Pick the agent before filing because the Articles of Organization require the agent's name and address on the form itself.

Step 3: File the formation document

This is the 20-minute step everyone focuses on. In Wyoming you file Articles of Organization with the Secretary of State for $100. In Delaware you file a Certificate of Formation for $110 for an LLC or $109 + franchise tax for a C-Corp. In Florida, Articles of Organization run $125.

You will need:

• Entity name (pre-searched for availability in the state's business entity database)
• Principal office address (can be outside the state)
• Registered agent name and in-state address
• Organizer signature (can be the founder or a service)
• Member or manager names (disclosure requirements vary)

Most state portals issue the formation certificate within 1–5 business days. Wyoming often returns it the same day.

Step 4: Apply for an EIN

An EIN (Employer Identification Number) is the company's tax ID. You cannot open a US bank account, hire a contractor, or file taxes without one.

If you have a US SSN or ITIN: apply online at IRS.gov — the EIN is issued in about 15 minutes.

If you are a non-resident with no SSN or ITIN: the online application does not work for you. File Form SS-4 by fax to the IRS international desk. Response time in 2026 is 4 business days on average. Do not bother with the phone line unless you are in a narrow time window and speak the language of the agent who picks up.

A common error: non-residents list themselves as the "responsible party" on SS-4 without a tax ID. That is correct. The form allows it. Use a foreign address, check the appropriate box, and include a reachable fax number for the return EIN.

Step 5: Review BOI applicability under the 2025 FinCEN rule

Many older company-formation guides still say every new U.S. LLC must file a Beneficial Ownership Information report within 30 days. That was the original Corporate Transparency Act rollout, but FinCEN changed the rule in March 2025.

As of April 27, 2026, FinCEN's BOI page says domestic U.S.-created companies and U.S. persons are exempt from BOI reporting under the interim final rule. Foreign entities that register to do business in a U.S. state or tribal jurisdiction may still have BOI obligations.

The practical rule for founders is simple: do not ignore BOI, but do not follow outdated blanket advice either. Classify the entity first. A Wyoming LLC formed under Wyoming law is a domestic company under the current rule. A foreign corporation registering to do business in Wyoming is different.

USTAXX now treats BOI as an applicability review during formation instead of a default filing for every domestic LLC.

Step 6: Draft the operating agreement

California and New York legally require an operating agreement. Every other state should treat it as required anyway. Even a single-member LLC should have one, because the operating agreement is the document a bank, a court, or an acquirer will ask for — and "I don't have one" is the wrong answer.

At minimum the operating agreement covers:

• Ownership percentages and capital contributions
• Management structure (member-managed vs manager-managed)
• Profit and loss allocation
• Decision-making thresholds
• Procedures for adding or removing members
• Dissolution terms

For multi-member LLCs, the operating agreement is also where you lock in vesting, transfer restrictions, and drag-along rights before a partner disagreement turns into a lawsuit.

Step 7: Tax election — the $5,000 question

A default single-member LLC is taxed as a sole proprietor (Schedule C). A default multi-member LLC is taxed as a partnership (Form 1065). Both options expose the full net profit to self-employment tax — 15.3%.

If you project net profit above roughly $60k–$80k, you almost certainly want to file Form 2553 to elect S-Corp treatment. S-Corp tax election shifts part of the profit from self-employment-taxable wages to distributions that avoid SE tax. The election must be filed within 75 days of formation (or by March 15 for an existing LLC electing mid-year).

This is the single highest-leverage tax move most LLC owners miss. It is also the one that DIY software silently under-recommends because it requires running a real payroll for the owner.

Step 8: Register for state tax IDs and open a bank account

If your LLC will sell products, hire employees, or have a physical presence in a state other than the state of formation, you need state tax IDs: sales tax permit, employer withholding account, and unemployment insurance account.

For the bank account, non-resident founders in 2026 have genuinely good options that did not exist five years ago. Several US fintechs onboard non-resident LLCs fully remotely once they have an EIN and formation documents. Traditional banks still require in-person visits in most cases.

"The single most common mistake we see with international founders is the assumption that forming the LLC is the end of the setup. The compliance stack — registered agent, BOI status review, EIN, operating agreement, Form 5472 — is what determines whether the LLC is actually usable 18 months later," notes the 2026 IACA compliance guidance summary.

For non-resident owners: Form 5472 and Form 1120

A foreign-owned single-member LLC is a "disregarded entity" for US income tax, but it is NOT exempt from filing. Every year, a foreign-owned US LLC must file Form 5472 attached to a pro-forma Form 1120, even with zero US income and zero US activity.

The penalty for missing Form 5472 is $25,000 per year — per form. This is the single most expensive compliance failure in the non-resident-owned LLC playbook. It is also the one the cheap formation services do not warn you about.

Where this fits with USTAXX

USTAXX handles the end-to-end formation stack as one workflow: entity choice, state choice, registered agent, EIN (including non-resident SS-4 fax filings), BOI applicability review, operating agreement, state tax IDs, and the initial tax election. For founders who speak Spanish, Turkish, Uzbek, Turkmen, Russian, or Arabic, we staff advisors who can run the process in the founder's language rather than hoping a translator catches the important details.

Forming the company is not where mistakes happen in 2026. The expensive mistakes happen in the 90 days after formation — the BOI status review, the S-Corp 2553 window, the Form 5472 filing, and the first annual report. Those are the filings that decide whether the US entity you just created is a functioning business or an $8,000 cleanup project next April.

Next Steps After Entity Selection

Once you have decided on your entity type and state, you will need to tackle compliance and tax IDs. For more details on specific state strategies, check out our guide on How to Form a Wyoming LLC as a Non-Resident in 2026: Cost, Timeline & Post-Formation Compliance. Next, secure your business representation by reading the Registered Agent for Non-US Residents in 2026: The Foreign Founder Playbook, and learn the exact steps to finalize your tax profile in How to Get an EIN Without an SSN in 2026: Form SS-4 by Fax, Step by Step for Non-Residents.

Further Reading for Founders in 2026

Once you have decided on your entity type, ensuring you have the right local representation and financial setup is critical to keeping your new business fully compliant. If you are forming from overseas, check out our Registered Agent for Non-US Residents in 2026: The Foreign Founder Playbook. Considering a specific state for formation? Our Florida LLC Formation for Non-Residents in 2026: The Complete Playbook breaks down one of the most popular low-tax options. Finally, do not forget to review How to Open a US Business Bank Account as a Non-Resident in 2026 to properly handle your incoming revenue.