Complete Guide for Chinese Nationals to Register a US Company: Step-by-Step from Scratch

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First, let’s answer the core question: How can Chinese nationals register a company in the US? The answer is yes. Whether you’re in China, holding any type of visa (such as F1, B2), or have no US visa at all, you are eligible to establish your own US company.

For non-US residents, the most common company forms are Limited Liability Company (LLC) and C Corporation (C-Corp). Understanding the key differences between these two types is your first step toward success.

Key Points

• Chinese nationals can register a company in the US without a US visa and without needing to visit the US in person.
• Choosing the company type is crucial; LLC is ideal for protecting personal assets and avoiding double taxation, while C-Corp is better for attracting investment.
• The registration state affects taxes and legal requirements; Delaware, Wyoming, and California each have their own advantages.
• Registering a US company involves four main steps: naming and preparing documents, submitting registration filings, applying for a federal tax ID (EIN), and opening a US bank account.
• After registration, you must file annual reports and taxes each year to keep the company in good standing.

Choosing Company Type: LLC or C-Corp?

Selecting the right company type is the first critical decision in your US business journey. It will directly impact your taxes, liability, and ability to raise funds. Below, we provide a detailed breakdown of LLC and C-Corp, the two most popular forms for non-US residents.

Pros and Cons of Limited Liability Company (LLC)

A Limited Liability Company (LLC) is a business entity that combines the liability protection of a corporation with the tax flexibility of a partnership.

Its core advantage is providing a strong “firewall” for your personal assets.

• Asset Protection: The company is a separate legal entity. If the company incurs debt or faces lawsuits, your personal property (such as real estate or savings) is protected and cannot be used to repay company debts.
• Pass-Through Taxation: The LLC itself typically does not pay federal income tax. Profits and losses “pass through” directly to the owners’ (members’) personal tax returns, avoiding double taxation at both the company and individual levels.
• Enhanced Credibility: Owning a formal US company, especially when over 80% of US small businesses choose LLC, significantly boosts your credibility with clients and suppliers.

However, LLCs present some challenges for foreign owners. You must handle complex tax filings; for example, if your LLC is considered a foreign-owned US company, you may need to file Form 5472 information return. Failure to file accurately and on time can result in penalties up to $25,000.

Pros and Cons of C Corporation (C-Corp)

A C Corporation (C-Corp) is a legal entity completely separate from its owners (shareholders). It is the standard structure for large companies and startups.

If you plan to attract venture capital (VC) or go public (IPO) in the future, C-Corp is the clear choice.

• Ease of Fundraising: C-Corps can issue different classes of stock (such as common and preferred shares), providing flexible investment structures highly valued by venture capital firms.
• Simple Ownership Transfer: Ownership can be easily transferred through buying and selling shares, with a clear and predictable management structure.
• Limited Shareholder Liability: Like an LLC, shareholders’ personal assets are protected, with liability limited to their investment amount.

The main drawback of a C-Corp is “double taxation.” First, the company pays federal corporate income tax on its profits (current rate of 21%). Then, when after-tax profits are distributed as dividends to shareholders, shareholders must pay personal tax on those dividends again. Additionally, C-Corps must file Form 1120 corporate income tax return annually.

Key Differences Between LLC and C-Corp

To help you make a more intuitive choice, we’ve compiled the following comparison table summarizing four key differences.

Determining Registration State: How Location Affects Your Company

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You’ve chosen your company type; the next step is deciding where to register. The US has 50 states, each with different laws, taxes, and annual maintenance requirements. This choice directly impacts your operating costs and legal environment.

Analysis of Popular Registration States: Delaware, Wyoming, California

For non-US residents, three states are particularly popular, each with unique advantages.

• Delaware: Preferred by large companies and funding-focused startups.

  Delaware is renowned for its highly business-friendly legal system. It has a dedicated Court of Chancery for handling corporate disputes. Judges here are experienced commercial law experts, cases have no jury, and decisions are based on well-established case law. This provides high predictability and stability, highly trusted by investors.

• Wyoming: Preferred for privacy-focused and low-cost online businesses.

  Wyoming offers the strongest privacy protection in the US. It allows anonymous LLCs, where your personal name does not appear in public registration records. Additionally, the state has no state-level corporate or personal income tax, and annual maintenance costs are relatively low. This is very attractive for e-commerce sellers and consultants who want to protect personal information and save costs.

• California: Required if you have actual operations in the state.

  California has a huge market, but taxes and compliance requirements are more complex. For example, all LLCs registered or operating in California must pay at least $800 in franchise tax annually.

How to Choose the Best State Based on Business Needs

Where should you register? The answer depends on a key concept: “Nexus.”

What is Nexus? If your company has “Nexus” in a state, it means you have sufficient connections to that state and must comply with its tax and legal regulations.

Typically, the following create Nexus:

• You have an office, warehouse, or physical store in the state.
• You have employees working in the state (including remote employees).
• You store inventory in the state (e.g., using Amazon FBA warehouses).
• Your sales or transactions in the state reach a certain threshold (e.g., annual sales over $100,000).

The selection rule is simple: If your business already has Nexus with a state (like California), you should register there. If your business is entirely online with no physical connections, you can freely choose “friendly” states like Wyoming or Delaware to enjoy their tax or legal advantages.

How Chinese Nationals Can Register a US Company: Complete Four-Step Process

Once you’ve decided on the company type and registration state, you enter the operational phase. Many people think this process is complicated and requires traveling to the US. That’s not the case. The entire process can be clearly divided into four steps and completed entirely remotely. This section breaks down each specific step to answer how Chinese nationals can register a US company.

Step 1: Company Naming and Document Preparation

A good start is half the battle. Choosing a compliant and unique name for your company is the first task.

A company name typically consists of three parts: main name + business descriptor (optional) + company suffix.

You must ensure the chosen name is unique within the registration state. The name must also include a suffix indicating the company type, such as LLC or Inc. Different company types have different suffix requirements. For example, in popular Delaware:

Key Tip: Registering a US company requires no capital verification and has no minimum registered capital requirement. You do not need to deposit funds in advance to prove the company’s strength.

After finalizing the name, prepare the following basic personal documents:

• Passport of company owner(s): Provide clear color scans.
• Proof of residential address: Can be your ID card (if it shows address), driver’s license, or recent utility bill.

These documents are used to verify your identity—the process is straightforward.

Step 2: Submit Registration Documents and Appoint a Registered Agent

With documents prepared, the next step is to submit company registration filings to your chosen state’s government (Articles of Organization for LLC / Articles of Incorporation for C-Corp).

Core Advantage: The entire submission process can be handled by a professional registered agent on your behalf. You do not need to be present and do not need any US visa. This is one of the key conveniences answering how Chinese nationals can register a US company.

At this point, you must appoint a “Registered Agent.”

What is a Registered Agent? The registered agent is your company’s official contact in the registration state. By law, every US company must have a physical address (not a P.O. Box) in the registration state to receive government correspondence, legal documents, tax notices, and subpoenas. The registered agent’s core duties are:

• To receive and promptly forward all legal and tax documents on behalf of your company.
• To ensure your company maintains good communication with the state government and avoids missing important deadlines.
• To maintain a legitimate physical office address.

For non-US residents, hiring a professional registered agent service is essential. Annual fees for this service typically range from $99 to $300.

After submission, the state government needs time to approve. Processing times vary by state; for example, Wyoming’s standard time is about 10-15 business days, while Delaware may take 1-3 weeks but offers expedited service that can complete in 1-2 days.

Step 3: Apply for Federal Tax ID (EIN)

After successful registration, you will receive state-approved company documents. Next, apply for a federal tax ID for your company, known as EIN (Employer Identification Number).

Think of the EIN as the company’s “Social Security Number,” issued by the US Internal Revenue Service (IRS). You need an EIN to open bank accounts, hire employees, or file taxes.

For foreigners without a US Social Security Number (SSN), you cannot apply online through the IRS website. You must complete Form SS-4 and submit by fax or mail.

• Fax Application: The fastest method, typically receiving the EIN in about 4 business days.
• Mail Application: Takes longer, around 4 weeks.

Your registered agent can usually assist with the EIN application.

Step 4: Open a US Bank Account and Apply for Licenses

With company documents and EIN in hand, you can open a US business bank account for your company. This is a crucial step for Chinese nationals registering a US company to actually conduct business.

Traditional US banks have strict requirements for non-residents, often requiring in-person visits. You need a full set of documents, including:

• Company registration certificate (Certificate of Formation/Incorporation)
• Federal tax ID (EIN) confirmation letter (CP 575)
• Company operating agreement (Operating Agreement)
• Owner’s passport and other ID documents
• Brief business plan and source of funds explanation

The strict requirements of traditional banks deter many people. Fortunately, modern fintech companies offer solutions. For example, Biyapay and similar digital banking services are designed for global users, making it easier to open USD accounts and manage company funds.

Finally, depending on your business type, you may need specific business licenses or permits. Company registration itself does not authorize all business activities.

• Federal Licenses: Required for highly regulated industries like agriculture, alcohol, broadcasting, aviation, firearms.
• State Licenses: Many professions and services require state licenses, such as food service, construction, beauty, real estate, etc.
• Sales Tax Permit: If selling goods, register and obtain a sales tax permit in states where you have Nexus.

Be sure to research whether your industry requires additional licenses to operate legally and compliantly.

After Registration: Document Handover and Annual Maintenance

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Congratulations! Successful registration is just the first step. Next, you will receive a set of key legal documents and need to understand annual maintenance to keep your company compliant.

Full Set of Company Legal Documents You Will Receive

Your registered agent will hand over a complete set of documents. These prove your company’s legal existence—keep them safe.

• Company Registration Certificate (Certificate of Formation/Incorporation)

  This document is like your company’s “birth certificate.” Issued by the state government, it formally establishes your business as a separate legal entity entitled to legal protection and business benefits.

• Company Operating Agreement (Operating Agreement) - LLC only

  This critical internal document details company management, members’ rights and responsibilities, profit distribution, etc. Even if not required by some states, a clear operating agreement prevents future member disputes and strengthens personal asset protection.

• Federal Tax ID (EIN) Confirmation Letter (CP 575)

  This letter from the US Internal Revenue Service (IRS) confirms your company’s unique tax identification number. Essential for opening bank accounts and filing taxes.

Company Annual Maintenance and Tax Obligations

After formation, you must fulfill annual maintenance and tax obligations each year. Neglecting these can lead to penalties or even company dissolution.

First, file an Annual Report with your registration state on time. This updates basic company information. For example, Delaware LLCs must pay a $300 annual franchise tax by June 1 each year, while C-Corps file by March 1 and pay tax.

Second, handle state and federal tax responsibilities.

• State Taxes: Vary by registration state and operating location. A common example: All LLCs registered or operating in California must pay an annual minimum $800 franchise tax, regardless of income.
• Federal Taxes: For Chinese owners, even if your LLC has no US-sourced income, you must file information returns with the IRS (such as Form 5472 and Form 1120).

  Important Note: Failure to file Form 5472 accurately and on time can result in penalties up to $25,000.

Understanding these follow-up steps is key to long-term compliance in the how Chinese nationals register a US company process.

By now, you understand the complete path to registering a US company. The entire process can be summarized into four core steps:

1. Choose company type (LLC or C-Corp)
2. Determine the ideal registration state
3. Prepare personal identification documents
4. Follow registration and bank account opening procedures

Although the process involves multiple steps, each has clear rules. You can complete it entirely remotely—it’s not out of reach.

To ensure the process is compliant and efficient, we strongly recommend using professional and reliable registered agent services. This frees you from tedious legal paperwork to focus on growing your core business.

FAQ

Do I need a US visa to register a US company?

You do not need any US visa. Whether you’re in mainland China or hold a tourist, student, or other non-immigrant visa, you are eligible to register a US company. Your nationality and location do not affect eligibility.

Does the entire registration process require me to go to the US in person?

Not at all. The entire process, including document submission and tax ID application, can be handled remotely by a professional registered agent. You can manage your US company from anywhere in the world.

What is the total cost to register a US company?

Total cost varies by state and agent service. Typically, initial registration fees range from $500 to $1,500. This includes state filing fees and registered agent service fees. There are also annual maintenance and tax filing costs afterward.

Can I use a mainland China address for registration?

You can use a mainland China address for your personal information. However, the company must have a registered agent address in the US registration state for receiving official documents. This address is provided by your registered agent.