Can non-US residents form an Anonymous LLC in the US?
We receive this question from many non-US residents interested in doing business in the US, but hoping for some level of anonymity.
The answer to this question is the same whether interested in a “standard LLC” or an Anonymous LLC: Yes, non-US residents can own and form LLC’s in the US, whether anonymous or otherwise.
There are some caveats to this simple answer that are worth noting.
First, a LLC is flexible in that it can have different tax treatments, such as a “disregarded entity” for sole-member LLC’s, as well as Subchapter S and Subchapter C tax designation. Subchapter S treatment, however, has a number of requirements including that it “has no nonresident aliens as shareholders.” Therefore, if a non-US resident is going to own all or a portion of a LLC, that LLC will not be qualified to elect a Subchapter S entity by the IRS.
Second, if the LLC will need a US-based bank account, the LLC will require a Federal Employee Identification Number (or FEIN). In order to obtain a FEIN, the LLC will require a “Responsible Party.” A responsible party is someone who either owns or controls the LLC, and has either a Social Security Number (SSN, for US residents), Individual Taxation Identification Number (ITIN, for Non-US residents), or Federal Employee Identification Number (FEIN, for entities). If the non-US resident doesn’t have any of the above, then such an individual will either need to obtain a ITIN to do this, or partner up with someone who has the ability to become a “Responsible Party” for the company. Read more about Responsible Parties and Nominees from the IRS.
Third, note that ALL BANKS in the US are required by federal regulations to know who the signatories are on bank accounts. Therefore, if a non-US resident will be a signatory on a bank account on behalf of the IRS, that non-US resident will need to present themselves to the bank for identification purposes. Beware: There are unscrupulous actors claiming to provide “nominee services” to open up bank accounts, but that is not legal in the US (read the article Responsible Parties and Nominees from the IRS).
Forth, please consult with a tax expert to make sure you’re handling income and sales taxes, as appropriate and relevant. Doing business in the US with a US-based LLC may not exclude you from income or sales taxes in your home jurisdiction, and likewise, simply because you’re a non-US resident doesn’t necessarily exclude you from paying income or sales taxes if you’re doing business in the US. These issues really depend on a number of factors, and to do it right, you may need to consult with tax experts both in the US and in your home country.
If you don’t need banking services in the US, owning a US-based LLC whether anonymous or not, is a rather simple matter. To get started (or see pricing), simply click on the following link: https://www.l4sb.com/product/anonymous-llc-formation/.
Law 4 Small Business, P.C. (L4SB). A little law now can save a lot later.