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Limited Liability Company (LLC)

在United States注册公司

Best Answer

The LLC is best suited for: Freelancers, Small businesses, Foreign entrepreneurs, Real estate investors, Consulting firms. Single-member LLC: disregarded entity — income reported on owner's personal return. Multi-member LLC: taxed as partnership by default. Can elect C-Corp or S-Corp taxation. No federal entity-level tax for default LLCs. Non-resident aliens with no US-sourced income may owe zero US tax, but must still file. State taxes vary significantly — Wyoming and Delaware have no state income tax on out-of-state LLC income.

Who this is for

Freelancers
Small businesses
Foreign entrepreneurs
Real estate investors
Consulting firms

关键信息

最少股东人数1

最多股东人数无限制

最少董事人数0

最低注册资本No minimum

责任Limited to capital contribution

注册时间1–3 business days

年度费用$300–$1,500/year (state fees + registered agent)

逐步注册流程

Choose your state

Wyoming, Delaware, and Florida are the most popular for non-residents. Wyoming offers no state income tax and strong privacy. Delaware has the most business-friendly court system.

Choose a company name

Must include "LLC" or "Limited Liability Company". Check availability via the state's business registry.

Appoint a registered agent

Required in every state. Must be a person or service with a physical address in the formation state. Costs $50–$300/year.

File Articles of Organization

Submit formation documents to the Secretary of State. Filing fees range from $50 (Wyoming) to $500 (Massachusetts).

Obtain an EIN

Apply for an Employer Identification Number from the IRS. Required for bank accounts and tax filing. Free. Non-residents may need to apply by fax or mail.

Draft Operating Agreement

Not required in all states but strongly recommended. Defines ownership structure, profit sharing, and management roles.

所需文件

Passport copy (for EIN application)
US address or registered agent address
Articles of Organization (state-specific form)
Operating Agreement (recommended)
EIN confirmation letter (after filing)

费用概览

Cost Breakdown (USD)

年度费用

$300–$1,500/year (state fees + registered agent)

注册费用

$50 – $2,500+

税务处理

Single-member LLC: disregarded entity — income reported on owner's personal return. Multi-member LLC: taxed as partnership by default. Can elect C-Corp or S-Corp taxation. No federal entity-level tax for default LLCs. Non-resident aliens with no US-sourced income may owe zero US tax, but must still file. State taxes vary significantly — Wyoming and Delaware have no state income tax on out-of-state LLC income.

优势与劣势

Advantages

No minimum capital requirement
Pass-through taxation (no double taxation by default)
Flexible management structure (member-managed or manager-managed)
Strong liability protection
Wyoming/Delaware LLCs offer excellent privacy
No requirement to be a US resident
Can elect to be taxed as S-Corp for payroll tax savings

Disadvantages

Banking is difficult for non-residents without a US visit
State-by-state compliance complexity
Annual report and franchise tax obligations vary by state
Self-employment tax on active income (15.3%)
No ability to issue stock (cannot raise VC funding as LLC)
Some states have high annual fees (California $800/year minimum)

其他企业结构 — United States

C Corporation (C-Corp)

S Corporation (S-Corp)

准备注册 LLC in United States?

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This content is educational and does not constitute legal or tax advice. Always consult a qualified professional for your specific situation. Data last verified March 2026.