Company Registration in USA from India: 2026 Legal Guide

Company Registration in USA from India: 2026 Legal Guide

By Akshay Nahar.

Company registration in USA from India can be done remotely: choose a limited liability company (LLC) or C corporation, file in one state, appoint a registered agent, get an Employer Identification Number (EIN) from the IRS, and report the investment through your Authorised Dealer (AD) bank. No US visa is needed.

The state filing is the cheap part. The Wyoming Secretary of State’s fee schedule effective 1 July 2026 lists US$100 for Articles of Organization. The costly mistakes come afterwards: the Instructions for Form 5472 set a US$25,000 penalty on a reporting corporation that fails to file the form when due, and an Indian resident investor must also report the overseas investment through an AD bank under FEMA.

This guide covers US federal rules for tax year 2026 and India’s Foreign Exchange Management Act, 1999 (FEMA) rules as of October 2026. For Indian tax, income for FY 2025-26 is still returned under the Income-tax Act, 1961, while tax year 2026-27 onward falls under the Income-tax Act, 2025. For the wider ownership question, see our piece on whether Indians can own a company in the USA.

Company registration in USA from India: the seven-step process

A remote US incorporation follows seven steps, and the order matters because your Indian bank needs the US formation documents before it releases funds.

1. Decide who holds the shares. You can hold them personally as a resident individual, or through an Indian company. This choice fixes your FEMA route (see the India section below).
2. Choose the entity type and the state. The next two sections compare LLC, C corporation and S corporation, and Delaware against Wyoming.
3. Check the name in the state business registry and use the required designator (LLC, Inc. or Corp.).
4. Appoint a registered agent with a physical address in the state of formation to receive legal and government mail.
5. File the formation document (Articles of Organization or Certificate of Formation for an LLC; Articles or Certificate of Incorporation for a corporation) and pay the state fee. Wyoming accepts online filing through its WyoBiz portal, which is why online company registration in USA from India is routine.
6. Adopt the operating agreement or bylaws, issue the units or shares, and apply for the EIN.
7. Submit Form FC (the RBI’s overseas investment form) through your AD bank to obtain a Unique Identification Number (UIN), then remit funds to the US bank account. The UIN must be in place before the first remittance.

LLC, C corporation or S corporation: which entity suits an Indian founder

An LLC suits services and early-stage businesses with no plan to raise US venture capital, while a C corporation is the standard vehicle for investor-backed startups. An S corporation is not available to you, because the IRS Instructions for Form 2553 list having no nonresident alien shareholders as a condition of S corporation status.

The default classification of an LLC follows Treasury Regulations sections 301.7701-2 and 301.7701-3, as the Instructions for Form 5472 describe. If you expect a US investor to ask for a Delaware C corporation within 12 months, forming one at the start avoids a conversion later. Our US company incorporation service page explains how we scope that choice.

Delaware or Wyoming: choosing the state of formation

Delaware suits founders who expect US venture investment because investors and their counsel know its corporate law. Wyoming suits a lean, cash-generating business because its recurring state cost is low. Your state of formation does not need to be where your customers are.

Delaware’s annual amounts and due dates change, so confirm them on the Division of Corporations site before you budget. Staff or an office in another state may trigger that state’s own registration. Our US compliance checklist for Indian founders covers the state-level follow-ups.

EIN for Indian founders: apply by phone, fax or mail with no SSN

An Indian founder without a Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN) can still get an Employer Identification Number (EIN) from the IRS, but cannot use the online form. Apply by telephone, fax or mail, and the IRS charges nothing.

The Instructions for Form SS-4 say the online application is for entities with a US legal residence or principal place of business, and the person applying must hold a valid taxpayer identification number. For applicants outside the US, the IRS international EIN page lists the telephone number 267-941-1099 (Monday to Friday, 6 a.m. to 11 p.m. Eastern time) and fax numbers 855-215-1627 (within the US) or 304-707-9471 (outside the US).

• On Form SS-4, line 7b, a foreign responsible party with no SSN or ITIN writes “foreign” or “N/A”, and an entry is required, per the Instructions for Form SS-4. You do not need an ITIN first.
• The responsible party must be a natural person, and the IRS limits issuance to one EIN per responsible party per day.

An ITIN is a separate application on Form W-7. The IRS tells applicants to allow 7 weeks, or 9 to 11 weeks when filing from overseas or between 15 January and 30 April, so do not hold up formation for i

India side: FEMA overseas direct investment rules for founders

In India, putting money into a US company you own is an Overseas Direct Investment (ODI) governed by the Foreign Exchange Management (Overseas Investment) Rules, 2022 (G.S.R. 646(E), 22 August 2022). Acquiring unlisted equity in a foreign entity is ODI under Rule 2, so a wholly owned LLC or corporation falls inside it.

Resident individual route

A resident individual invests within the Liberalised Remittance Scheme (LRS) limit, which the RBI FAQs put at US$250,000 per financial year (April to March). The Overseas Investment Directions, 2022 permit an individual to hold ODI in an operating foreign entity that is not engaged in financial services and, where the individual has control, has no subsidiary or step-down subsidiary (see the RBI Directions). Your AD bank can also tell you whether tax collected at source applies to the remittance.

Indian company route

An Indian private limited company can invest in its US subsidiary under the same Rules, subject to financial commitment limits linked to its net worth. Funds go out through the AD bank, and the company, not the shareholders, is the Indian investor.

Control, Form FC and the Annual Performance Report

Rule 2 defines “control” to include the right to appoint a majority of directors or to control management or policy decisions, including through shareholders’ or voting agreements that carry ten per cent or more of voting rights. That matters when a bank finances the ODI with a loan and asks how control is evidenced.

• Form FC is submitted to the designated AD bank by the person resident in India at the time of the remittance or financial commitment, whichever is earlier. The same form is used when you exit: the Form FC instructions set a 30-day window from receipt of disinvestment proceeds
• Form APR (Annual Performance Report) is due every year the investment is held, under regulation 10(4) of the Overseas Investment Regulations, 2022. The RBI APR note gives 31 December as the general due date. Where the foreign entity’s accounting year ends on 31 December, the report falls due on 31 December of the next year. Limited exemptions apply, including a holding below 10% without control and an entity under liquidation.

For how the new foreign investment regime is changing, see our note on India’s rewritten foreign investment rulebook.

Beneficial ownership reports are no longer required for US-formed companies

A company formed in the United States, including one owned by an Indian founder, does not file Beneficial Ownership Information (BOI) reports. FinCEN’s final rule, published in the Federal Register on 14 August 2026, makes permanent the March 2025 exemption for domestic reporting companies under the Corporate Transparency Act. See also the Treasury announcement and the FinCEN BOI page.

Older guides still list BOI as a step, so remove it from your checklist. Banks continue to collect owner identity documents under their own onboarding rules.

Annual compliance after registration: US and India

Registration starts a set of recurring filings in both countries. The table lists the main ones; deadlines assume a calendar-year entity.

Foreign-owned U.S. disregarded entities attach Form 5472 to a pro forma Form 1120, as IRM 8.11.5 states, and the Form 5472 instructions say such an entity cannot file it electronically. The same instructions let it request an extension on Form 7004, filed by the regular due date. A corporation generally files its return by the 15th day of the 4th month after its tax year ends, per the Instructions for Form 1120.

The instructions except a reporting corporation, including a foreign-owned US disregarded entity, that had no reportable transactions in the year. Contributions to and distributions from the entity count as reportable transactions (Part V of the form), so most newly funded or active LLCs still file, even with zero revenue. The penalty for failing to file when due is US$25,000 per the same instructions.

On the Indian side, residents must disclose foreign assets, and the Income Tax Department’s Schedule FA guide notes they may also need to report them in Schedule AL. Form 44 requires an accountant’s verification for a company or where foreign tax paid is ₹1 lakh (₹100,000) or more, per the Form 44 FAQs. Related-party charges between an Indian parent and its US subsidiary fall under India’s transfer pricing rules, reported on Form 3CEB for FY 2025-26 and on Form 48 (erstwhile Form 3CEB) from tax year 2026-27. For a fuller list, use the post-registration compliance guide.

Illustrative example: US$100,000 of profit in a Delaware C corporation

Assume an Indian private limited company owns 100% of a Delaware C corporation. Tax year 2026, no state tax, no US federal credits, treaty claim made correctly, and the Indian company qualifies as beneficial owner. Article 10 of the India-US tax treaty caps dividend withholding at 15% where the recipient is a company owning at least 10% of the voting stock, and at 25% in all other cases.

1. US federal corporate tax at 21% on US21,000, leaving US$79,000.
2. The corporation distributes all US$79,000 as a dividend to the Indian company.
3. Treaty withholding at 15% is US67,150.
4. If a resident individual held the shares instead, the 25% rate would apply: US59,250 received.

The Indian recipient then reports the dividend in India and claims a credit for the US tax withheld, subject to the limits in the Income-tax Act and Form 44 or Form 67 for the relevant year. This is an illustration, not a client outcome.

Place of effective management: remote control from India can create Indian tax residence

A US company run entirely from India can be treated as resident in India for tax if its place of effective management (POEM) is in India. Section 6(10) of the Income-tax Act, 2025 (tax year 2026-27 onward) applies the test, and Section 6(3) of the Income-tax Act, 1961 applies it to FY 2025-26.

Both provisions define POEM as the place where key management and commercial decisions necessary to conduct the business as a whole are, in substance, made. Under the 1961 Act, CBDT Circular 8 of 2017 keeps companies with turnover or gross receipts of ₹50 crore or less in a financial year outside the POEM rules, so most early-stage US companies are not affected. Above that threshold, if you are the only director and take every decision from your home in India, a resident-company claim is possible.

Practitioner note

In our work with Indian founders setting up US entities, two questions recur. First, how a bank tests control when the overseas investment is funded by a loan, and whether voting rights above 10% are enough. Second, why the bank asks for a valuation report of the US company and for amended voting-rights documents before it approves. Settling the cap table, voting rights and valuation before the first remittance avoids re-papering later.

Common mistakes to avoid

• Forming first and asking FEMA questions later. Fix the investor (you or an Indian company), the shareholding and the voting rights before the AD bank sees the remittance.
• Assuming a single-member LLC never files. Form 5472 and the pro forma Form 1120 are required for any year with a reportable transaction, such as an owner’s capital contribution, even when the LLC has no revenue.
• Electing S corporation status. It is unavailable to nonresident alien shareholders.
• Counting BOI as a current duty. It no longer applies to US-formed companies.
• Missing Form APR. The annual report is a continuing obligation for as long as you hold the investment.
• Skipping Schedule FA. Resident holders must disclose the US shares or units in their Indian return.
• Running a US company from India without documenting board decisions. The POEM test looks at where decisions are made.

The guide for Indian freelancers forming a US company shows how these points apply to a one-person structure.

Frequently Asked Questions