Knowledge base · US

United States

A federal system in which each state forms its own companies; Delaware and Wyoming LLCs and corporations are widely used by owners abroad. Since 2025 companies formed in the United States file no federal beneficial-ownership report, and the United States obtains foreign account data through FATCA rather than the CRS.

In the United States companies are formed under state law, and owners abroad most often meet Delaware’s LLC Act and General Corporation Law and Wyoming’s LLC Act. Formation needs a registered agent in the state and little else. One member or one director is enough, there is no residence requirement, and the public filing names the registered agent and the organiser or incorporator rather than the owners. Delaware’s House Bill 400, signed on 21 May 2026, raised the annual tax on LLCs and limited partnerships to US$400 from tax year 2026 and changed most other filing fees from 1 August 2026.

Federal beneficial-ownership reporting under the Corporate Transparency Act was narrowed in 2025 and 2026. FinCEN’s interim final rule of March 2025, made final with effect from 14 August 2026, exempts companies created in the United States and their owners; only companies formed abroad and registered to do business in a state still report, and FinCEN said it would delete information previously reported by US persons. Owners are still identified elsewhere: by banks under the Customer Due Diligence Rule, by the IRS through the EIN application and Form 5472, and, for LLCs formed abroad that are authorised to do business in New York, under the New York LLC Transparency Act.

An LLC that has not elected to be taxed as a corporation pays no federal tax itself. Its foreign owners are taxed on income effectively connected with a US business, and US-source dividends, interest and royalties bear 30% withholding unless a treaty or an exemption reduces it. A foreign-owned single-member LLC still files Form 5472 with a pro forma Form 1120 for each year it has a reportable transaction with its owner. The United States has not adopted the Common Reporting Standard; it receives information on accounts that US persons hold abroad under FATCA.

General information, not advice. Facts are stated as of the date on each page. Law, lists and rates change; the professional who acts for the entity confirms what applies to it. Chrysos performs no regulated act and gives no legal or tax advice.

Facts as of 30 October 2026

Beneficial ownership

Who is a beneficial owner: Under the Corporate Transparency Act (31 U.S.C. 5336), an individual who exercises substantial control over a reporting company or owns or controls at least 25% of its ownership interests.
Register: FinCEN's beneficial ownership information (BOI) database. Under the interim final rule of March 2025 and the final rule effective 14 August 2026, companies created in the United States and their beneficial owners are exempt. Only foreign reporting companies — entities formed under foreign law and registered to do business in a US state or tribal jurisdiction — report, and they do not report beneficial owners who are US persons.
Deadlines: A foreign reporting company reports within 30 calendar days after its registration to do business takes effect.
Who can see it: Not public. FinCEN, authorised government agencies and, with the company's consent, financial institutions.
Banks and the IRS: A Delaware or Wyoming LLC owned from abroad makes no federal BOI filing, but its bank still identifies each 25% owner and one control person under FinCEN's Customer Due Diligence Rule, which the 2026 rule left unchanged. The IRS learns of the owner through the responsible party named on the EIN application and, for a foreign-owned company, through Form 5472.
State registers: Delaware and Wyoming keep no register of members or beneficial owners; public filings name only the organiser or incorporator and the registered agent, and nominee managers, officers and organisers are allowed. New York's LLC Transparency Act, in force since 1 January 2026, reaches only LLCs formed outside the United States that are authorised to do business in New York. A 2026 Wyoming bill to make registered agents keep owners' names (SF0082) died in committee.
Trusts: No federal trust register. A Delaware statutory trust files a certificate of trust with the Secretary of State without naming beneficiaries. FinCEN BOI does not reach trusts formed in the United States.

Lists and exchange of information

EU tax list: The United States is not listed (revision of 9 October 2026). Three US territories — American Samoa, Guam and the US Virgin Islands — are on Annex I.
FATF: A FATF member, not on any FATF list. The 2016 mutual evaluation rated the transparency of legal persons (Recommendation 24) non-compliant; a 2024 follow-up re-rated it largely compliant on the strength of the Corporate Transparency Act, before federal reporting was narrowed in 2025 and 2026. A fifth-round evaluation is under way.
Exchange of information: Has not adopted the Common Reporting Standard. It obtains information on accounts that US persons hold abroad through FATCA, under Model 1 and Model 2 intergovernmental agreements. Reciprocity under Model 1A agreements is limited, and US financial institutions do not report non-US owners' accounts to their home countries under the CRS.
Global minimum tax: No domestic Pillar Two rules. Under the OECD side-by-side package of 5 January 2026, US-parented groups are exempt from other countries' income inclusion and undertaxed profits rules for years beginning on or after 1 January 2026; local qualified domestic minimum top-up taxes still apply.

3 forms

Legal entities

LLC · LLC

Delaware limited liability company

Law: Delaware Limited Liability Company Act, 6 Del. C. Chapter 18

A separate legal entity whose members' liability is limited, governed by a private LLC agreement. Series LLCs are permitted.

Members and managers: One member is enough — an individual or a company, of any nationality, with no residence requirement. Member-managed or manager-managed. A Delaware registered agent and registered office are mandatory.
Public register shows: The certificate of formation, with the name and the registered agent and address; members and managers need not be listed. The LLC agreement is private.
Annual filings: No annual report or accounts to the state. An annual LLC tax of US$300 for tax year 2025, due 1 June 2026, rising to US$400 from tax year 2026 and first payable at that rate on 1 June 2027 (House Bill 400 of 2026).
Form 5472: A single-member LLC owned by a foreign person is disregarded for income tax but treated as a corporation for reporting. It obtains an EIN and files Form 5472 with a pro forma Form 1120 for each year with reportable transactions with its owner or related parties, contributions and distributions included. Due 15 April for a calendar year, extendable by six months on Form 7004. The penalty is US$25,000 per form per year.
Tax: A disregarded or partnership LLC pays no federal tax at entity level. Foreign owners are taxed on income effectively connected with a US business, and US-source dividends, interest and royalties bear 30% withholding unless a treaty or an exemption reduces it. The LLC may elect to be taxed as a corporation (Form 8832), at 21%.

How owners use it

US operating or e-commerce company for founders who live abroad
Holding US real estate or investments, often under a corporate blocker
Joint venture, or US subsidiary of a foreign group
Financing SPV

What comes with it

Form 5472 is due for every year with a reportable transaction — a contribution from or a distribution to the owner counts — and each missing form carries a US$25,000 penalty
Without a federal BOI filing, the owners are still identified to the bank under the Customer Due Diligence Rule and to the IRS through the EIN application and Form 5472
Many banks and payment providers decline non-resident LLCs without US activity; those that accept ask for the formation documents, good standing, the LLC agreement, the EIN letter, an ownership chart to the individuals, Form W-8BEN-E, an explanation of the business and source of funds, and a US address

LLC · LLC

Wyoming limited liability company

Law: Wyoming Limited Liability Company Act, W.S. 17-29; registered agents, W.S. 17-28

A separate legal entity whose members' liability is limited, often chosen for its low annual cost. A DAO LLC variant is available.

Members: One member is enough, of any nationality. A Wyoming registered agent with a Wyoming address is required.
Public register shows: The articles of organisation, with the name, registered agent and organiser.
Annual filings: An annual report and license tax, due on the first day of the anniversary month — the greater of US$60 or US$0.0002 per dollar of assets located and employed in Wyoming. No accounts are filed with the state.
Tax: Wyoming levies no corporate or personal income tax. Federal treatment, Form 5472 included, is as for a Delaware LLC.

How owners use it

Low-cost holding LLC for US assets or investments
Small online business of a founder who lives abroad
Holding real estate
Digital-asset business, as a DAO LLC

What comes with it

Banks often ask why Wyoming was chosen and where the business is actually run
A foreign-owned single-member LLC files Form 5472 with a pro forma Form 1120 for every year with a reportable transaction, as in Delaware

Company · C corporation

Delaware or Wyoming corporation

Law: Delaware General Corporation Law, 8 Del. C. Chapter 1; Wyoming Business Corporation Act, W.S. 17-16

A separate legal person taxed in its own right, whose shareholders' liability is limited. Delaware is the usual choice where venture investors are involved.

Directors and officers: One or more directors and the officers the by-laws provide for, with no residence requirement. A registered agent in the state is mandatory.
Share capital: No minimum. The authorised shares stated in the certificate of incorporation drive the Delaware franchise tax.
Public register shows: The certificate of incorporation, with the name, registered agent, authorised shares and incorporator. Shareholders are not public.
Annual filings: In Delaware, a franchise tax report and tax due 1 March — at least US$175 under the authorised-shares method or US$400 under the assumed-par-value-capital method, up to US$200,000, or US$250,000 for large corporate filers — and a US$50 annual report fee; late payment costs US$200 plus 1.5% interest a month. A federal Form 1120 every year.
Tax: Federal corporate income tax at 21%. Dividends to foreign shareholders bear 30% withholding unless a treaty reduces it, for example to 5% or 15% for UK shareholders. Wyoming has no corporate income tax.

How owners use it

US operating company
Venture-backed start-up
Blocker corporation for foreign investors in US real estate or partnerships
Parent company of a US group

What comes with it

A corporation owned 25% or more by a foreign person files Form 5472 for each year with reportable related-party transactions
The number of authorised shares feeds the Delaware franchise tax, so the certificate of incorporation affects the annual cost
Banks ask for the certificate of incorporation and good standing, by-laws, board resolutions, the stock ledger or cap table, the EIN and KYC on officers and each 25% owner

Sources

Facts as of 30 October 2026

All jurisdictions