- State selection is not a guess
- Where Wyoming actually saves
- Why Delaware is called a financing holy land
- Which businesses Texas suits
- Three states in one table
- LLC or C-Corp
- What documents registering a US company needs
- How a 45-minute online filing happens
- What annual upkeep follows registration
- Real clients' pitfalls and turnarounds
- Answers to common questions
In recent years of cross-border work I have talked quite a few friends out of an opening request to "help me register a US company". Registration itself is not hard; the hard part is that you have not said what the company is for - Amazon or DTC, financing or just convenient collection. Choose the wrong state and the extra paid every year will hurt for a long time. No detours today: open up the state-selection logic of registering a US company, the document list and the annual review cost, and lay out a few real clients' decision processes to help you avoid detours.
State selection is not a guess
The US is a federation and companies are governed by states, each with different registration fees, annual fees, tax burdens and privacy rules. The same LLC costs from US$800 in California franchise tax a year, while upkeep in Wyoming may be a fraction. So behind "register a US company" the real question is which state to register in. Do not listen to anyone who swears any state works - that person has not thought about your annual bill.
Most cross-border sellers' needs fall into three types: save money and hassle, convenience for later financing, or a company with real operations. These three map to completely different states; force them together and sooner or later you migrate or pay wasted money.
Where Wyoming actually saves
Wyoming has been hot in cross-border e-commerce circles these years for a plain reason: no state income tax, no state franchise tax, and LLC annual report plus registered agent about US$60 a year, among the lowest in the country. More reassuring is its privacy policy - member information need not be publicly disclosed, which is valuable to owners who do not want their names on public records.
Registration is fast too: documents complete and filed online, in-state certificate in as little as 1-3 working days. It suits Amazon sellers and DTC players keeping profit in the company without much external financing. The downside: Wyoming lacks Delaware's deep case law, so if you reach complex equity financing, legal fees run higher.
Why Delaware is called a financing holy land
Delaware's fame comes mainly from its corporate law system and Court of Chancery: abundant precedent, clear rules, and charter templates that avoid many pits in preferred shares and ratchet terms common to start-ups. Silicon Valley VCs generally recognise Delaware companies, so teams planning a financing path usually find Delaware smoother.
The cost: Delaware LLCs pay annual franchise tax, about US$300 at the base tier; for a C-Corp franchise tax is calculated on authorised capital, rising with a high figure. So "Delaware suits financing" and "Delaware saves money" are two different statements - do not mix them.
Which businesses Texas suits
Texas has no state income tax and no state personal income tax, friendly to sellers with physical warehousing and local hiring needs. From 2024 Texas restored the annual public information report requirement, adding one formality, but overall upkeep remains controllable.
If your goods already sit in rented warehouses in Dallas or Houston, or you plan to hire US staff, Texas removes a layer of state tax. Conversely, for pure online asset-light companies Texas means little and adds one more procedure.
Three states in one table
| Item | Wyoming | Delaware | Texas |
| State income tax | None | None (LLC pass-through) | None |
| Base annual upkeep | About US$60 (report plus agent) | Franchise tax from US$300 | Annual report plus registered agent |
| Certificate lead time | 1-3 working days | 1-3 working days | 1-3 working days |
| Privacy protection | Member info not mandatorily public | Info must be filed | Info must be filed |
| Suits | Amazon sellers, asset-light e-commerce | Financing plans, complex equity | US warehousing, local operations |
This table is not for copying but for locating yourself. Modest profit and just collection: Wyoming's value is outstanding. Preparing to raise and needing preferred shares in the charter: Delaware fits better. Goods already in Texas: Texas is the natural choice.
LLC or C-Corp
After the state comes the entity type, another often ignored step. Both LLC and C-Corp work for cross-border e-commerce, but tax logic differs completely. An LLC is pass-through by default, profit counted directly to members, simple filing, suiting most small and mid-size sellers; a C-Corp is an independent taxpayer, paying federal income tax at company level then another layer on dividends, but financing and option incentives only run smoothly with C-Corp.
| Item | LLC | C-Corp |
| Tax model | Pass-through, profit merged into individuals | Company taxed independently |
| Suits | Small and mid sellers, retained profit | Financing, options, listing preparation |
| Upkeep complexity | Relatively low | Relatively high, standard minutes needed |
| Financing friendliness | Average | Generally recognised by investors |
My advice is direct: if you do not plan to raise within three to five years, an LLC is easier; if you have met investors and discussed a Term Sheet, go straight to C-Corp instead of converting after the structure is set - conversions cost money and time.
What documents registering a US company needs
US registration imposes no nationality limit; a Chinese passport works. Usually prepare:
- Company name, generally English, ending in LLC, Inc and the like; search it in the target state first
- Registered address; most states allow the registered agent's address without a real US office
- Basic information of members or shareholder-directors, identity documents like passport copies
- Registered Agent, responsible for receiving state government legal documents
What blocks people is not the documents themselves but not knowing which state to check the name in and which agent is reliable. Have a professional firm check these details item by item - steadier than crossing the river by feeling stones.
How a 45-minute online filing happens
Many think US registration requires embassies and notarisation; entirely not. With documents ready, filing online through the Secretary of State's site or the agent's system, fast states can finish the whole form in 45 minutes. After submission the state reviews, with the certificate returned in as little as 1-3 working days. What really takes time are the steps before filing: name check, structure decision, member information.
After the certificate two things wait: applying for the EIN, the federal employer identification number used for tax filing and bank opening, which those without a US personal tax number can have a third party apply for; and using the EIN to open a US bank account, which most banks support remotely via video verification without flying over.
What annual upkeep follows registration
Registration is not the end; fixed actions come every year:
- Annual report or franchise tax filing, submitted by state deadlines, with late fees
- Federal tax filing: LLC pass-through reported at individual level, C-Corp files Form 1120
- Annual bank account information update, keeping beneficiary information consistent
- Address, member and director changes updated promptly, not patched after trouble
These look trivial, but one omission can flag the company as in bad standing, affecting existence and account use. That is why many owners prefer an agent's packaged upkeep over watching the calendar themselves.
Real clients' pitfalls and turnarounds
Three cases I handled, for a more concrete feel.
A Shenzhen home storage seller runs both Amazon and DTC with annual profit around US$30,000. On a friend's advice he first registered in California, paying US$800 base franchise tax plus extra California income tax. We reviewed and migrated him to Wyoming with a new LLC: annual report plus agent about US$60, state income tax to zero, saving about US$2,400 overall for the year, with registration, EIN and bank opening all done in 6 working days.
The second, a Hangzhou SaaS team going overseas, had met three investment institutions and their lawyer advised a Delaware structure. We helped customise the charter per VC convention, the certificate came in 3 working days, and the equity documents of two later rounds all ran on this structure, saving later charter amendments.
The third, a Guangzhou trading factory, planned a Dallas overseas warehouse and two local hires. We registered a Texas LLC, avoiding California's US$800 fixed annual fee, saving about US$890 in first-year total cost, with the EIN and a US commercial bank account also landed, payments flowing smoothly.
Answers to common questions
Q: Does registering a US company require a US address? A: Most states allow the registered agent's address without real premises; rent an office later when operations need it.
Q: Can I register without a US tax number? A: Yes. A Chinese passport works, and the EIN can be applied for through an agent, just slower than for someone with an SSN.
Q: Wyoming or Delaware? A: For no financing soon and tax saving, Wyoming; for planned financing and complex equity, Delaware. Neither is right or wrong, only suitable or not.
Q: Roughly how much each year after registration? A: It varies greatly: Wyoming from about US$60, Delaware from US$300, California from US$800, with tax filing and agency fees separate - that is the weight of state selection.
What matters in registering a US company is never whether you can but how you choose. The right state saves real money each year; the right entity type makes later financing, filing and opening smooth. If you are weighing which state, or have registered but nobody handles annual upkeep, settle three things - business model, fund scale, short-term financing plans - and then have a professional land the structure. Compare real costs and processes and the answer surfaces itself.
