Business Formation
Form a US LLC or C-Corp from Australia with a California-admitted attorney based in Sydney. State filing, registered agent, EIN, and compliance guidance — all handled for you.
If your Australian business sells products or services to US customers, processes payments in US dollars, or plans to raise capital from US investors, you will likely need a US business entity. Operating in the United States without a local entity creates complications — from payment processing to contracts to tax compliance.
A US entity gives you the ability to open a US bank account, accept US payments through Stripe and other processors without cross-border fees, enter into contracts governed by US law, and present as a local business to American customers and partners. For SaaS companies, e-commerce brands, and professional services firms expanding from Australia to the US, forming a US entity is typically one of the first steps.
Many Australian founders also form US entities to access the US venture capital ecosystem. Most US investors require portfolio companies to be incorporated as Delaware C-Corps. Without the right structure in place, you may miss out on funding opportunities.
The good news: you do not need to be a US citizen, have a US visa, or live in the United States to form a US company. Australian individuals and companies can own and operate US LLCs and C-Corps. What you do need is proper legal guidance to choose the right structure, the right state, and to set up your entity correctly from day one.
For most Australian businesses, a C-Corp is the recommended structure. Here's how the two options compare.
The recommended structure for Australian businesses setting up a US subsidiary. Closest to a private company structure, with directors, shareholders, and shares. No pass-through taxation means your AU shareholders aren't dragged into the US tax system.
LLCs are generally not recommended for Australian businesses due to complex tax implications. Pass-through taxation can drag AU shareholders into the US tax system. LLCs may be suitable for US-based small businesses, but for most AU companies, a C-Corp is the better choice.
⚠️ Important for Australian businesses
LLCs are generally not recommended for Australian businesses setting up a US subsidiary. Here's why:
For most Australian businesses, a C-Corp is the better choice — it's the closest to a private company structure, has directors/shareholders/shares, and doesn't create pass-through tax complications.
Unlike Australia, where company registration is handled federally through ASIC, US business entities are formed at the state level. Each state has its own formation rules, fees, taxes, and reporting requirements. Choosing the right state is one of the most important decisions you will make.
Delaware is the most popular state for business formation in the United States — over 60% of Fortune 500 companies are incorporated there. For most Australian businesses setting up a US subsidiary, Delaware should be the default choice. Its advantages include:
You should only consider forming in a state other than Delaware if all your staff, offices, and business operations are in one specific state. If your business will have physical operations, employees, or a warehouse in a specific state, you may need to register there as a foreign entity anyway. California, Texas, Florida, and New York are common choices based on where business activity actually occurs. Keep in mind that some states (like California) impose additional annual taxes regardless of revenue — California charges a minimum US$800/year franchise tax for all LLCs.
We help you evaluate the best state for your specific situation during your initial consultation. The right choice depends on your business model, revenue expectations, investor requirements, and where your US customers are located.
Forming a US company from Australia requires several components beyond just the state filing. Here is what is involved:
Every US state requires your business to have a registered agent — a person or company with a physical address in the formation state who can accept legal and government documents on your behalf. As an Australian-based business, you will need a registered agent service. Our formation packages include the first year of registered agent service.
An EIN is the US equivalent of an Australian Business Number (ABN). It is issued by the Internal Revenue Service (IRS) and is required to open a US bank account, file US tax returns, and hire US employees. For foreign applicants without a US Social Security Number, the EIN application must be submitted by mail or fax — it cannot be completed online. Processing typically takes 2–4 weeks and is often the bottleneck in the formation process. We handle the entire EIN application process for you.
Your registered agent address cannot be used for general business purposes. You will need a US mailing address for business correspondence, bank applications, and other official communications. Our formation packages include a US mailing address for the first year.
A C-Corp needs bylaws and corporate resolutions — documents that outline corporate governance, director and shareholder rights, and decision-making procedures. An LLC needs an operating agreement, which covers ownership, management structure, and profit distribution. We draft these documents as part of our formation packages.
Owning a US entity as an Australian resident creates obligations in both countries. Understanding these before you form your company is essential.
US tax obligations: The tax treatment of your US entity depends on its structure. A single-member LLC owned by a foreign person is generally treated as a "disregarded entity" for US tax purposes, meaning it does not pay US corporate tax on its own. However, it must file an annual information return (Form 5472 with a pro-forma 1120) to report transactions between the LLC and its foreign owner. A C-Corp is a separate US taxpayer and must file Form 1120 and pay US corporate income tax (currently 21%) on its US-sourced income.
Australian tax obligations: As an Australian tax resident, you are taxed on your worldwide income. Income earned through your US entity must be reported to the ATO. The Australia–US Double Tax Agreement generally prevents double taxation, but the interaction between US and Australian tax law is complex. We strongly recommend working with an Australian accountant who understands cross-border structures alongside our US legal services.
Ongoing compliance: Most US states require an annual report filing and payment of franchise taxes or annual fees. Delaware charges US$225/year franchise tax for C-Corp subsidiaries and US$300/year for LLCs. You must also maintain your registered agent and keep your entity in good standing. Failing to meet these obligations can result in your entity being dissolved by the state.
We discuss your business, goals, and timeline. We recommend the right entity type and state based on your specific situation. Free, no obligation.
We file your formation documents, appoint your registered agent, draft your bylaws or operating agreement, and apply for your EIN. Entity formation takes ~1 week; EIN takes 2–4 weeks (the bottleneck).
You receive your formation documents, EIN confirmation, mailing address, and compliance calendar. Ready to do business in the US.
All prices in AUD. State filing fees included in all packages.
US C-Corp
AU$2,750
complete formation
Most Australian businesses choose this package
US LLC
AU$3,750
complete formation
⚠️ LLCs are generally not recommended for AU businesses due to complex tax implications
Custom
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complex structures
Protect your brand in the US too? Add trademark registration to your setup →
Stephen Drysdale is admitted to the California State Bar (Bar #354071), the Supreme Court of New South Wales, and the High Court of New Zealand. He has advised Australian and New Zealand businesses on US entity structuring, cross-border transactions, and US regulatory compliance at major law firms and in-house at ZURU.
Start with a free consultation. We'll help you choose the right entity type, state, and structure for your business.
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