Company Incorporation Guide

Incorporating in the USA for foreigners

Applicable country/region: US - United States

Published: September 20, 2026Updated: September 21, 2026

Written by our advisory team
United States rules and requirements
Checked against official sources

Guide overview

What a US incorporation settles, and in what order

Incorporating in the USA for foreigners happens in two stages rather than one: a state filing creates the company, and the federal tax number is a separate application that follows it. The rest arrives in a fixed order: which state to file in, which entity to form there, who holds the registered agent appointment, how the federal number is obtained without a Social Security number, and what the corporation owes once the certificate exists. The Employer Identification Number (EIN) is issued even where nobody involved holds a Social Security number or any other US taxpayer number. Nationality settles none of those questions on its own, and the one place it does bite sits in the entity choice.

COMPANY TYPES

Why incorporating in the USA for foreigners lands on one form

Among US business entities a foreign owner reaches the corporation by the rules, not by preference. A corporation that elects nothing is a separate legal entity that pays taxes in its own name, and the profit is taxed again on distribution. The contrast is a default tax classification: under the IRS entity classification rules, a single-member limited liability company (LLC) is disregarded and a multi-member one is a partnership unless Form 8832 is filed. S status would move that treatment inside the corporate form, but it is closed to any corporation with a non-resident alien shareholder. That leaves the C corporation. Liability protection follows the form, and the name suffix a state naming rule; neither turns on the tax classification.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

United States C Corp Basic Information

Ownership:

Consolidated Ownership

Limited Liability:

Positive

Publicly Participates In Capital Market:

Negative

United States C Corp Shareholder / Director / Secretary Requirements

Requirements For Shareholders:

At least one

Requirements For Directors:

At least one

Legal Representative Not Mandatory:

Positive

Local Directors Not Mandatory:

Positive

Local Secretaries Not Mandatory:

Positive

United States C Corp Registered Capital Requirement

Minimum Registered Capital Requirement:

Starting from 1 US dollar.

Capital Injection Not Required:

Positive

REQUIRED DOCUMENTS

Why identity checks reach past the certificate

A charter records formation facts, not ultimate ownership: Delaware's certificate asks for the name, the registered agent, the shares, the purpose and the incorporator, Virginia's articles of incorporation for less, and neither names the shareholders. Identity questions come from two other directions. An EIN application must name a responsible party, a person rather than an entity, who owns or controls the business and manages its funds. Under the Financial Crimes Enforcement Network (FinCEN) rule, a bank opening the account identifies each individual holding 25 percent or more of the equity, plus one person who controls it. Where a company holds that stake, the individuals behind it are ordinarily identified. The ownership chain drives the file, however many states are involved.

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

USA Delaware Company Formation Services (INC/C-Corp)

Company Registration in Virginia USA (INC/C-Corp)

U.S. Texas Company Registration (INC/C-Corp)

Passport:

ID Card or Passport first page scan of shareholders and directors;

Process: Not ApplicableFormat: Scan Copy

Passport:

ID Card or Passport first page scan of shareholders and directors;

Process: Not ApplicableFormat: Scan Copy

Passport:

ID Card or Passport first page scan of shareholders and directors;

Process: Not ApplicableFormat: Scan Copy

Proof of Address:

Shareholder and director's address proof: scanned copy of water, electricity, and gas bills or bank statements. Translations into English are required, and the documents must clearly indicate the Shareholder's/Director's name, address, and a date not exceeding one month.

Process: Not ApplicableFormat: Scan Copy

Proof of Address:

Process: Not ApplicableFormat: Scan Copy

Proof of Address:

Process: Not ApplicableFormat: Scan Copy

ID Card:

ID Card or Passport first page scan of shareholders and directors;

Process: Not ApplicableFormat: Scan Copy

ID Card:

ID Card or Passport first page scan of shareholders and directors;

Process: Not ApplicableFormat: Scan Copy

ID Card:

ID Card or Passport first page scan of shareholders and directors;

Process: Not ApplicableFormat: Scan Copy

Legal Entity Shareholders's Required Documents

USA Delaware Company Formation Services (INC/C-Corp)

Company Registration in Virginia USA (INC/C-Corp)

U.S. Texas Company Registration (INC/C-Corp)

Proof Of Registration / Business License:

The business license of the holding company and translated into English

Process: Not ApplicableFormat: Scan Copy

Proof Of Registration / Business License:

The business license of the holding company and translated into English

Process: Not ApplicableFormat: Scan Copy

Proof Of Registration / Business License:

The business license of the holding company and translated into English

Process: Not ApplicableFormat: Scan Copy

Passport:

ID Card or Passport first page scan of holding company's shareholders and directors;

Process: Not ApplicableFormat: Scan Copy

Passport:

ID Card or Passport first page scan of holding company's shareholders and directors;

Process: Not ApplicableFormat: Scan Copy

Passport:

ID Card or Passport first page scan of holding company's shareholders and directors;

Process: Not ApplicableFormat: Scan Copy

Proof of Address:

Proof of address for the legal representative of the holding company and shareholders holding more than 25% of the shares: scanned water, electricity, gas bills, or bank statements. Translation into English is required. The document must clearly indicate the name, address, and date of the legal person, and should not be more than 1 month old.

Process: Not ApplicableFormat: Scan Copy

Proof of Address:

Process: Not ApplicableFormat: Scan Copy

Proof of Address:

Process: Not ApplicableFormat: Scan Copy

ID Card:

ID Card or Passport first page scan of holding company's shareholders and directors;

Process: Not ApplicableFormat: Scan Copy

ID Card:

ID Card or Passport first page scan of holding company's shareholders and directors;

Process: Not ApplicableFormat: Scan Copy

ID Card:

ID Card or Passport first page scan of holding company's shareholders and directors;

Process: Not ApplicableFormat: Scan Copy

REQUIREMENTS AND ESTIMATED COST

Where Delaware, Virginia and Texas actually differ

The registered agent entry looks fixed, and the eligibility behind it is state specific. The appointment puts someone in the state who can receive legal documents, and who may serve as a registered agent in Virginia is the narrowest of the three tests: a resident officer or director, a resident member of the Virginia State Bar, or an entity authorized to transact business there. Texas treats the appointment as made only once the agent has consented in writing, and Delaware allows the corporation itself. Two misreadings follow: the appointment is continuous rather than a formality at filing, and a corporation trading in a second state registers there too, which brings that state's own agent appointment and its own annual filings.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

USA Delaware Company Formation Services (INC/C-Corp)

Company Registration in Virginia USA (INC/C-Corp)

U.S. Texas Company Registration (INC/C-Corp)

Service Fee:

USD 375

Service Fee:

USD 375

Service Fee:

USD 375

Government Fee:

USD 154

Government Fee:

USD 77

Government Fee:

USD 77

Requirements

USA Delaware Company Formation Services (INC/C-Corp)

Company Registration in Virginia USA (INC/C-Corp)

U.S. Texas Company Registration (INC/C-Corp)

Registered Address: The registered agent must be the corporation itself, a Delaware-resident individual, or an eligible entity, with a registered office at a physical Delaware street address

To register a company in Delaware, the corporation must appoint a registered agent in Delaware: the corporation itself, an individual resident in Delaware, or a corporation, partnership, limited liability company or statutory trust formed in Delaware or elsewhere, keeping a registered office at a physical street address in Delaware. If you do not have a registered agent in Delaware, you can choose the registered agent service provided by TKEG Expat™ (DE). This service already includes one year of registered agent service.

Included: Yes ×1.00

Registered Address: The registered agent must be a Virginia-resident officer or director of the corporation, a Virginia-resident member of the Virginia State Bar, or a stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia

To register a company in Virginia, the corporation must appoint a registered agent in Virginia: an individual who is a resident of Virginia and is either an officer or director of the corporation or a member of the Virginia State Bar, or a stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia whose business office is the registered office. A Virginia corporation may not act as its own registered agent. If you do not have a registered agent in Virginia, you can choose the registered agent service provided by TKEG Expat™ (DE). This service already includes one year of registered agent service.

Included: Yes ×1.00

Registered Address: The registered agent must be a Texas-resident individual, or an organization other than the company itself that is registered or authorized to do business in Texas, and must have consented to the appointment in a written or electronic form developed by the office of the Texas Secretary of State

To register a company in Texas, the corporation must appoint a registered agent in Texas: an individual resident of Texas, or an organization other than the company itself that is registered or authorized to do business in Texas, and that agent must have consented to the appointment in a written or electronic form developed by the office of the Texas Secretary of State. If you do not have a registered agent in Texas, you can choose the registered agent service provided by TKEG Expat™ (DE). This service already includes one year of registered agent service.

Included: Yes ×1.00

Estimated Cost

USA Delaware Company Formation Services (INC/C-Corp)

Company Registration in Virginia USA (INC/C-Corp)

U.S. Texas Company Registration (INC/C-Corp)

Estimated Cost:

USD 529

Estimated Cost:

USD 452

Estimated Cost:

USD 452

Check Eligibility And Calculate Price

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TAX

The filings that follow the certificate

A domestic corporation files a federal income tax return whether or not it has taxable income, so a company that never trades still files. State obligations differ: Texas franchise tax is a privilege tax on the entity, not on profit, and one under the no-tax-due threshold still files an information report. Other registrations follow activity, not incorporation: sales tax registration once a state's own test is met, and the registrations employees bring. The filing missed most often from abroad is Form 5472, attached to the return once one foreign person owns, directly or indirectly, at least 25% of the voting power or the value of the stock; the Internal Revenue Service (IRS) instructions set the penalty at USD 25,000.

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

PwC World Tax Summary OECD Statistics

Corporate Income Tax (CIT)

General CIT Rate:

Federal corporate income tax: 21%. State corporate income tax varies by state, and some states do not impose one.

CIT Return Due Date:

April 15 for calendar-year corporations (15th day of the 4th month after the tax year-end); a 6-month filing extension to October 15 is available. State income tax returns usually follow the federal due date, with a few exceptions.

CIT Payment Due Date:

Tax must be fully paid by the original due date of the return (April 15 for calendar-year corporations); the final estimated instalment is due on the 15th day of the 12th month of the tax year.

CIT Estimated Payment Due Date:

Four equal instalments of estimated tax, due by the 15th day of the 4th, 6th, 9th and 12th months of the tax year (April 15, June 15, September 15 and December 15 for calendar-year corporations).

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):

0/0/0

Non-Resident Withholding Tax (Dividend/Interest/Royalty):

30/30/30

Value-Added Tax (VAT)

Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:

21% (aligned with the federal CIT rate for corporations)

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:

22.69

Composite Effective Marginal Tax Rate:

7.03

Conclusion

The state and federal calendar after incorporation

The certificate starts a calendar the company keeps for the long term. The state deadline and the federal return are unrelated, and both arrive whether or not the business has traded: an annual report in Delaware and Virginia, the franchise report to the Comptroller in Texas. Licensing is a separate matter: which business licenses or permits apply depends on activity and location. Tax obligations and green card or visa questions are checked separately. Put the state and federal deadlines, and whatever date the agent's contract renews, wherever the company keeps time. Then open a US business bank account, the step that turns a certificate into a working company and the one most exposed to anything unresolved in the identity file.

United States

Jurisdiction Overview

About United States

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