Guide · Formation
Starting a U.S. company.
Formation is a filing. Starting a company is an operational sequence. This guide covers both — from entity choice through the first year of compliance.
01 · Entity
Pick the entity you can operate.
There are two operational choices for most founders: an LLC or a C-Corporation. The choice is not aesthetic. An LLC is pass-through and administratively lighter; a C-Corporation is structurally required for institutional venture capital and stock-option compensation.
For bootstrapped services, consulting, e-commerce, and most non-venture businesses, an LLC is the correct answer. For a company that will raise a priced institutional round, a Delaware C-Corp is close to mandatory. Between those extremes, the honest answer is: match the entity to funding intent within eighteen months.
02 · Jurisdiction
Delaware, Wyoming, or home state.
Delaware is the default for institutionally-scaled companies and the entity type investors reflexively expect. Wyoming is a strong operational fit for privacy-conscious LLCs and for founders with no U.S. presence, but it carries less investor familiarity.
Founders who plan to operate physically in a single state — a New York consulting practice, a California e-commerce warehouse — often benefit from home-state formation, which avoids the foreign-qualification overhead of registering an out-of-state entity into the operating state.
03 · Registered agent
The permanent U.S. address of record.
Every U.S. entity requires a registered agent in its state of formation. The agent receives service of process and state correspondence. This is not the same as a mailing address or a virtual office.
A capable registered agent forwards state correspondence promptly and does not disappear at renewal. This becomes material when a Franchise Tax notice or an annual-report reminder is the difference between good standing and administrative dissolution.
04 · EIN
Federal tax identifier.
The Employer Identification Number is issued by the IRS and is required for U.S. banking, payment processor onboarding, and virtually every downstream registration. Non-resident founders can obtain an EIN without an SSN by submitting Form SS-4 by fax to the IRS International EIN team.
The IRS issues a CP 575 confirmation letter once, by mail. If it is lost, the replacement is a 147C letter, requested by phone with the Business & Specialty Tax Line. Banks and Stripe accept either.
05 · Operating agreement
Internal governance you rarely read but always need.
The operating agreement (LLC) or bylaws (Corporation) is the internal governance document that defines ownership, voting, and decision-making. It is not filed publicly, but banks, investors, and enterprise counterparties expect to see an executed copy on request.
Draft the document at formation, execute it, and archive it. Do not defer this to the moment a bank or investor asks — that is when it becomes a schedule risk.
06 · Banking
The first real operational test.
Non-resident founders typically start with a U.S. fintech — Mercury or Relay — because traditional banks generally require an in-person visit. Fintechs open remotely for entities with valid formation documents, EIN letter, and responsible-party identification.
Traditional banking follows once the founder has a U.S. visit planned, or once the company has an operational U.S. presence that justifies a Chase or Bank of America relationship.
07 · First-year compliance
The recurring calendar begins immediately.
State annual reports and franchise tax obligations begin in year one. Delaware Corporations have franchise tax due 1 March. Delaware LLCs have annual franchise tax due 1 June. Foreign-owned single-member LLCs owe Form 5472 with pro-forma 1120 by 15 April.
Missed filings escalate: notice, penalty, loss of good standing, administrative dissolution. The correct posture is to install the calendar at formation, not after the first missed notice.
Frequently asked
Common questions.
Can a non-U.S. resident start a U.S. company?
Yes. Citizenship and residency are not required to own or operate a U.S. LLC or Corporation. The IRS issues EINs to non-resident responsible parties by fax.
Which state should I choose?
Delaware for venture-track C-Corporations. Wyoming for privacy-focused non-resident LLCs. Home state if you have a physical operating presence in one state.
How long does formation take?
State filings range from 24 hours (expedited Delaware, Wyoming) to several weeks depending on jurisdiction and processing tier. EIN issuance for non-residents is typically two to six weeks by fax.
Do I need a U.S. address?
The registered agent provides the required state-of-formation address. A separate mailing address is recommended for IRS correspondence and banking.
Operational coordination, engaged.
Brightincorp coordinates the operational sequence covered in this guide as part of every engagement — so the work is done, not merely described.