How to Register a Company in the U.S. Practical Guide to Establishing a U.S. Subsidiary End-to-End Process for Registering a Company in the U.S. Comprehensive Information on U.S. Company Registration

Starting a Company in the U.S. You Don’t Need to Be Physically Present, Obtain a Visa First, or Rent Office Space

Many Chinese entrepreneurs, cross-border e-commerce sellers, software developers, and even freelancers successfully register U.S. companies remotely from within China. In practice, the key question is not “Can it be done?” but rather “Have you selected the right state? Chosen a reliable service provider? And understood your ongoing compliance obligations?”

U.S. Subsidiary Registration Common Misconceptions vs. Reality

Many assume that registering a U.S. subsidiary requires direct ownership by the parent company and simultaneous tax filings in both China and the U.S. In fact, U.S. law does not recognize a formal statutory concept of “subsidiary.” Instead, distinctions exist only between (1) newly formed domestic entities (e.g., an LLC or C-Corporation) and (2) “foreign qualification”-a registration process for foreign (non-U.S.) companies seeking to conduct business in a specific U.S. state.

If your Chinese company is already legally established domestically and wishes to operate in the U.S., you generally have two options

1. Form an entirely new legal entity in a U.S. state (e.g., a Delaware LLC); or

2. Register your existing Chinese company as a “foreign entity” with the target U.S. state where operations will occur (“Foreign Qualification”).

Option 1 is far more common-especially for teams aiming to isolate liability, open a U.S. bank account, or apply for merchant accounts with platforms like Stripe or PayPal.

End-to-End Process for Registering a U.S. Company (Delaware LLC Example)

1. Choose and verify the availability of your desired company name in Delaware (it must include designators such as “LLC,” “Ltd.,” etc.);

2. Appoint a Registered Agent-a person or entity with a physical street address in Delaware (a P.O. box is insufficient; a Chinese address is not acceptable);

3. File the Certificate of Formation with the Delaware Secretary of State (online filing is available; fee ≈ $90);

4. Obtain an Employer Identification Number (EIN) free of charge via the IRS website-no Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN) is required;

5. Draft an Operating Agreement (though not filed with any government agency, this internal document governs ownership structure, profit distribution, management authority, and decision-making processes-and is strongly recommended for execution and recordkeeping);

6. Open a U.S. business bank account Some banks (e.g., Mercury, Novo) now accept remote video-based identity verification-but you’ll need to provide corporate formation documents, your EIN, and identification documents of the beneficial owner(s);

7. Initiate annual compliance Delaware requires payment of the franchise tax (minimum $300) and submission of the Annual Report by March 1 each year.

Key Points on U.S. Company Registration Critical Details You Must Not Overlook

• State selection significantly impacts real-world costs Wyoming imposes no state income tax and charges low annual fees ($60), but its banking infrastructure support lags behind Delaware’s; Nevada offers strong privacy protection (member information is not publicly disclosed), yet has recently intensified enforcement of Beneficial Ownership Information (BOI) reporting requirements.

• Starting in 2025, all U.S. companies-including LLCs-must file Beneficial Ownership Information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN), disclosing the full name, date of birth, current residential address, and identifying document number (e.g., passport or national ID) of each beneficial owner. Failure to file-or late filing-may incur penalties of up to $500 per day.

• From a tax perspective, an LLC is by default treated as a “pass-through entity” profits flow directly to members’ personal tax returns. To instead subject the business itself to corporate-level taxation-and avoid self-employment tax-you may elect S-Corp or C-Corp status by timely filing IRS Form 2553 or Form 8832, respectively, subject to eligibility criteria.

• You can register a U.S. company, obtain an EIN, and open a U.S. bank account without holding an SSN or ITIN. However, certain platforms (e.g., Shopify Payments) may impose additional identity verification requirements beyond standard corporate documentation.

• Company registration is not a “one-and-done” task Annual report deadlines vary by state; federal and state tax filing cycles operate independently; and some states-including California-impose a minimum $800 franchise tax on LLCs annually, regardless of whether the company generated revenue or conducted any business.

The above outlines current mainstream pathways and practical implementation considerations. We hope this information proves helpful.