How to start a business in United States as a foreigner (2026)

Legal framework

State-level business formation statutes (e.g., Delaware General Corporation Law, state LLC Acts); federal oversight via IRS (EIN issuance), SBA (loan programs), and CFIUS/FIRRMA (foreign investment review in sensitive sectors)

Starting a business in United States as a foreigner

The usual vehicle for a foreigner starting out in United States is a Limited Liability Company (LLC), often in Delaware, registered with the Delaware Division of Corporations.

Company type

a Limited Liability Company (LLC), often in Delaware

Registered with

the Delaware Division of Corporations

Minimum capital

no minimum capital

Timeline

around 10 business days online, or same-day with expedited filing

Government cost

US$110 Certificate of Formation, plus a US$300 annual franchise tax and a registered agent

Foreign ownership

100% foreign ownership allowed; no US residency or SSN needed to form (an EIN is obtained separately)

Rules and fees change; confirm with the official registry before incorporating.

Key points: starting a business in United States

1. 01Foreign ownership permitted for entity formation

   Most U.S. states impose no citizenship or residency requirement to form an LLC or corporation; members and shareholders may be foreign individuals, corporations, or other foreign entities. There is no federal ban on foreign nationals incorporating a domestic business.

   irs.gov sba.gov

2. 02No federal minimum capital requirement

   The U.S. imposes no federal minimum paid-in capital to form an LLC or C-Corporation. State filing fees are typically $50, $500 depending on the state. Certain regulated industries (banking, insurance) have separate capital mandates set by state regulators.

   sba.gov irs.gov

3. 03Standard 10-step formation process

   The SBA outlines 10 steps: conduct market research, write a business plan, choose a legal structure, register the business name, obtain an EIN from the IRS, apply for licenses and permits, open a business bank account, set up accounting, secure financing, and launch. Federal EIN registration is free and typically instant online.

   sba.gov sba.gov

4. 04SBA loan programs now closed to foreign nationals (2026)

   Effective March 2026, the SBA banned foreign nationals from all SBA-guaranteed programs, including the flagship 7(a) and 504 loan programs, Microloans, and Surety Bond program. Applicants must be U.S. citizens or U.S. nationals with principal U.S. residence; visa holders, refugees, asylees, and DACA recipients are explicitly ineligible.

   sba.gov sba.gov

5. 05CFIUS review for sensitive-sector investments

   Foreign investment in or acquisition of U.S. businesses in sectors touching national security, critical infrastructure, critical technology, or sensitive personal data is subject to mandatory or voluntary CFIUS review under FIRRMA (50 U.S.C. § 4565). CFIUS can impose conditions or block transactions; this applies especially to greenfield investments in covered sectors.

   home.treasury.gov

6. 06Federal contractor FOCI rules expanding in 2026

   Foreign Ownership, Control, or Influence (FOCI) rules, long applied to classified defense contracts, are being expanded in 2026 to certain unclassified prime contracts and subcontracts valued at $5 million or more, requiring mitigation agreements for foreign-owned or -influenced businesses seeking federal contracting work.

   sba.gov sba.gov

Starting a business in United States: FAQ

Timeline of decisions

1. 1 Jan 2026Law
   INVEST Act Passes U.S. House of Representatives

   The House passed H.R. 3383, the Incentivizing New Ventures and Economic Strength Through Capital Formation (INVEST) Act of 2025, 302-123, building on the JOBS Act by raising offering caps, broadening private-market access, and creating new on-ramps for small-business capital formation. The bill awaits Senate action.

   Harvard Law School Forum on Corporate Governance

2. 21 Mar 2025Decision · official
   FinCEN Interim Final Rule Exempts All U.S. Domestic Companies from BOI Reporting

   FinCEN announced and published an interim final rule (effective March 26, 2025) revising the CTA's definition of 'reporting company' to cover only foreign entities registered in the U.S., eliminating the beneficial ownership disclosure obligation for an estimated 32+ million domestic LLCs, corporations, and other small businesses.

   FinCEN (U.S. Department of the Treasury)

3. 1 Mar 2024Decision · official
   Federal Court Rules Corporate Transparency Act Unconstitutional (NSBA v. Yellen)

   The U.S. District Court for the Northern District of Alabama held the CTA exceeded Congress's enumerated powers and enjoined enforcement against the National Small Business Association and its members, creating months of uncertainty for businesses subject to the new reporting mandate. The Eleventh Circuit later affirmed the CTA's constitutionality, but the Trump administration ultimately suspended domestic reporting via the March 2025 interim rule.

   FinCEN (U.S. Department of the Treasury)

4. 1 Jan 2024Law · official
   Corporate Transparency Act Beneficial Ownership Reporting Takes Effect

   The CTA's BOI reporting regime became operative, requiring tens of millions of LLCs, corporations, and similar entities formed by filing with a secretary of state to disclose their beneficial owners to a new federal FinCEN registry for the first time, fundamentally raising the administrative burden of business formation and operation for small entities.

   FinCEN (U.S. Department of the Treasury)

5. 15 Mar 2021Decision · official
   SEC Raises Regulation Crowdfunding Cap to $5 Million and Reg A+ Tier 2 Cap to $75 Million

   Amendments to Reg CF (adopted November 2020, effective March 15, 2021) raised the annual Regulation Crowdfunding ceiling from $1.07 million to $5 million and the Regulation A+ Tier 2 ceiling from $50 million to $75 million, materially expanding the capital pools accessible to startups and early-stage companies through exempt offerings.

   U.S. Securities and Exchange Commission

6. 19 Jun 2015Law · official
   SEC Regulation A+ (Title IV JOBS Act) Takes Effect

   The SEC's Reg A+ rules (Release No. 33-9741, adopted March 25, 2015) created a two-tier mini-IPO framework allowing companies to raise up to $50 million annually from the general public without full SEC registration, with Tier 2 offerings preempted from state blue-sky law, opening a practical public-market pathway for growing small businesses.

   U.S. Securities and Exchange Commission

7. 5 Apr 2012Law · official
   JOBS Act Signed Into Law

   President Obama signed the Jumpstart Our Business Startups Act, the most significant overhaul of U.S. capital-access rules in decades: it introduced equity crowdfunding (Title III), expanded Regulation A exemptions (Title IV), created the 'emerging growth company' IPO on-ramp (Title I), and permitted general solicitation in private offerings (Title II), collectively lowering the cost and complexity of raising startup capital.

   The White House (Obama Administration)

8. 1 Jan 1997Decision · official
   IRS 'Check-the-Box' Entity Classification Regulations Take Effect

   Final Treasury regulations under IRC §7701 (T.D. 8697) allowed LLCs and other unincorporated entities to simply elect their federal tax classification, eliminating the prior multi-factor 'Kintner' test and confirming single-member LLCs as disregarded entities. This resolved the primary tax uncertainty that had slowed LLC adoption and cemented the LLC as the default formation vehicle for U.S. small businesses.

   Internal Revenue Service

9. 29 Mar 1996Law · official
   Small Business Regulatory Enforcement Fairness Act (SBREFA) Enacted

   Pub. L. 104-121 required federal agencies to assess disproportionate regulatory impacts on small entities before finalizing rules, established an SBA National Ombudsman and ten Regional Regulatory Fairness Boards to receive small-business enforcement complaints, and expanded small businesses' right to recover attorney's fees when agencies over-enforce, institutionalizing regulatory relief for startups and new entrants.

   U.S. Congress (Congress.gov)

10. 4 Mar 1977Law · official
    Wyoming Enacts the First U.S. Limited Liability Company Statute

    Wyoming enacted the nation's first LLC Act (W.S. Title 17, Chapter 15), creating a new business entity combining corporate limited liability with partnership pass-through taxation, a structure absent from prior U.S. law. Drafted by attorneys for Hamilton Brothers Oil Company after failed Alaska attempts, the statute became the template adopted by all 50 states by the mid-1990s and defined the dominant formation structure still used today.

    Wyoming Secretary of State / Wyoming Legislature

Sources

1. 1.sba.gov/business-guide/10-steps-start-your-business
2. 2.sba.gov/business-guide/launch-your-business/register-your-business
3. 3.sba.gov/business-guide/launch-your-business/choose-business-structure
4. 4.irs.gov/businesses/small-businesses-self-employed/limited-liability-company-l
5. 5.sba.gov/article/2026/03/09/sba-bans-foreign-nationals-accessing-sba-backed-lo
6. 6.sba.gov/document/policy-notice-5000-876441-update-sop-50-10-8-citizenship-res
7. 7.home.treasury.gov/policy-issues/international/the-committee-on-foreign-investment-in-th
8. 8.sba.gov/event/81158
9. 9.selectusa.gov
10. 10.sba.gov/business-guide/launch-your-business/apply-licenses-permits
11. 11.sba.gov/event/78770