Foreign company's US branch
A company formed outside the US that registers in a US state as a foreign corporation or LLC and runs a US branch without a US subsidiary. It is the only kind of company that still files FinCEN beneficial ownership reports.
- Entiva fee to form
- $199
- Government fees to form
- $275
- Run plan
- $39 a month
- Steps to form
- 13
- Ongoing filings
- 12
- Ways to close
- 3
Who it suits, and what defines it.
The facts that decide whether it fits.
Who it suits
- Non-US companies that want a US branch without a US subsidiary.
Key facts
- Registration
- In each state where it does business
- Home certificate
- Good standing certificate from the home country
- Ownership report
- Beneficial ownership report, within 30 days
- Federal return
- Form 1120-F if it has a US trade or business
- Delaware fee
- Registration: foreign corporation $245; foreign LLC $200
- Wyoming fee
- Registration: $150
- Delaware report
- Foreign corporation annual report due June 30
What the law requires.
5 rules, each in plain words.
A registered agent in each state
The registered agent receives legal papers served on the company, and each state needs its own.
A good standing certificate from the home country
It is generally required when registering, apostilled and translated if needed.
A FinCEN beneficial ownership report
It is due within 30 calendar days after the registration becomes effective, for foreign reporting companies only.
An EIN, plus Form 1120-F and Form 5472 where they apply
Form 1120-F is the US income tax return of a foreign corporation.
An annual report in each state
For example the Delaware foreign corporation report, due June 30.
How Entiva forms it.
13 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
13 steps- 1Appoint a registered agent in each state
One in every state where the company registers. The registered agent receives legal papers served on the company.
- 2Get the home-country good standing apostilled
Issued abroad and apostilled by the home country's authority, then translated if needed. An apostille is an official stamp that makes a document valid abroad.
- 3Register the branch in each state
Certificate of authority or application for registration per state. Delaware: foreign corporation $245, foreign LLC $200. Wyoming: $150.
- 4Register a fictitious name if neededOnly if needed
Only if the company's name is unavailable in the state. A fictitious name is a trade name, also called a DBA (doing business as).
- 5Get an EIN online
The EIN is the company's IRS tax number. It is free and issued immediately when the responsible party has an SSN or ITIN (US taxpayer numbers).
- 6Apply for an EIN on paper Form SS-4
For a responsible party without an SSN or ITIN. No ITIN is needed to get the EIN.
- 7Apply for an ITIN if an individual needs one
Form W-7, for an individual who needs a US taxpayer number (ITIN).
- 8File the FinCEN beneficial ownership report
Within 30 calendar days of the registration becoming effective. Only non-US beneficial owners and company applicants are reported.
- 9File the New York LLC Transparency Act disclosureOnly if needed
Only if an LLC-type entity registers in New York, within 30 days.
- 10Register for state taxes
As applicable. Covers sales tax, payroll withholding, unemployment insurance and local licences.
- 11Get a Nevada state business licenceOnly if needed
Only for Nevada.
- 12File the BEA BE-13 survey
BE-13 or a claim for exemption, filed with the US Bureau of Economic Analysis (BEA).
- 13Authorise Entiva to act with the IRSOnly if needed
Optional. Form 2848 lets Entiva represent the company. Form 8821 only gives access to tax information.
Documents
8- Home-country good standing certificate, apostilled
- Home certificate of incorporation or formation
- Home constitutional documents
- Certified English translation
- Ownership chart signed by an officer
- Resolution authorising US registration
- Application for certificate of authority or registration
- Registered agent consent
Who takes part
6- The officer who signs the application: identity and address checked
- Every director, manager and general partner in the filing: identity and address checked
- Owners with 25% or more or substantial control: identity and address checked
- Company applicants for the FinCEN report: identity checked, reported if non-US
- A communications contact for the registered agent: identity checked
- The IRS responsible party for the EIN: photo ID, selfie and SSN or ITIN
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
12 filings- File the Delaware foreign corporation annual report
June 30; $250 penalty if late
- File the Wyoming annual report and pay the licence tax
First day of the anniversary month; greater of $60 or $0.0002 of Wyoming assets
- File the Nevada annual list and renew the licence
Last day of the anniversary month
- File Form 1120-F for US trade or business income
15th day of the 4th month (3rd for June 30 year ends) with a US office; 6th month without
- File Form 7004 to extend the return
By the original due date of the return
- File Form 5472 where required
With the tax return
- File the Nevada Commerce Tax return
45 days after June 30, if Nevada gross revenue is above $4,000,000
- File the foreign bank account report (FBAR)
April 15, extended to October 15. Only if there are foreign accounts
- File the BEA BE-15 annual survey
About May 31, on BEA's annual schedule
- File the BEA BE-605 quarterly report
Over $500 million in assets, sales or income; within 30 days of quarter end (45 for Q4)
- File Forms 1099-NEC and 1099-MISC for contractors
January 31 for Form 1099-NEC
- File Forms 1042-S and 1042 for payments to foreign persons
March 15
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Update the beneficial ownership report within 30 days
- Register in another state
- Change the registered agent
- Amend the registration after a home-country name change
- Correct an error in the registration
- Order a certificate of good standing
- Change the IRS responsible party
- Change the IRS mailing address
- Transfer domicile to Delaware temporarily, in an emergency
- End the temporary transfer once the emergency is over
How it closes.
3 routes. The right one depends on whether it can pay its debts, and who starts it.
Withdraw from the US
The branch stops US operations, or the home company is dissolved.
- 1
File the final Form 1120-F
- 2
File the final payroll returns
- 3
Withdraw the registration in every state
- 4
Update the beneficial ownership report's final status, if required
- 5
Close the IRS business account (EIN)
Revocation and reinstatement
The state revokes the registration for missed reports.
- 1
Record the state's revocation
- 2
Reinstate the registration
End of a Delaware temporary transfer
The emergency is resolved.
- 1
Withdraw the temporary transfer
What Entiva does for you.
From the first filing to the last.
Foreign company's US branch
- Registers the company in each state, with its apostilled home-country good standing.Restructuring
- Files the FinCEN beneficial ownership report within 30 days.Ongoing
- Files updates to the report within 30 days of any change.Ongoing
- Prepares and e-files Form 1120-F where there is a US trade or business or effectively connected income.Ongoing
- Files Form 7004 when more time is needed for the return.Ongoing
- Files Form 5472 with the return where it is required.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$199one-off
- Government fees
- $275
Steps marked only if needed are not counted.
Closing it
Quoted before it starts
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered agent in your state
- File the Delaware foreign corporation annual report
- File Form 1120-F for US trade or business income
- File Form 7004 to extend the return
- File Forms 1099-NEC and 1099-MISC for contractors
- File Forms 1042-S and 1042 for payments to foreign persons
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Register the branch in each state
- Apply for an ITIN if an individual needs one
- File the FinCEN beneficial ownership report
- File the New York LLC Transparency Act disclosureOnly if needed
- Register for state taxes
- Get a Nevada state business licenceOnly if needed
- File the BEA BE-13 survey
- File Form 5472 where required
- File the foreign bank account report (FBAR)
- File the BEA BE-15 annual survey
- File the BEA BE-605 quarterly report
- Update the beneficial ownership report within 30 days
- Register in another state
- Transfer domicile to Delaware temporarily, in an emergency
- End the temporary transfer once the emergency is over
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $199, one-off. Government fees are passed through at cost.
Delaware commercial-use apostille or authentication $30 each.
Wyoming registration $100.
Penalties: $250 DOS fine and AG fines up to $500 a day; past due, then suspended.
$500 for corporations under NRS 78, 78A, 78B and foreign corporations; $200 for other entities. Initial list fee of $150 is charged separately.
Excludes steps marked only if needed.
Every year
The Run plan costs $39 a month ($468 a year).
Raised from $125 by HB 400.
Greater of $60 or $0.0002 per dollar of WY assets. Nonprofits and cooperative marketing associations $25; statutory foundations $100; statutory trusts $100 annual tax. Over $500 must be filed by mail or courier.
Corporation minimum $150 list plus $500 licence, $650 in total. LLC $150 plus $200, $350 in total. Nonprofit list $50.
Changes
Routine changes are included in the Run plan.
Delaware: $50 for corporations, LLCs, LPs and partnerships; expedite 24-hour $100, same-day $200. Wyoming $5. Nevada $60.
Delaware: corporation $214; LLC $220; LP $200; statutory trust $500; foreign corporation name-change amendment $100. Wyoming $60. Nevada $175.
Delaware corporations: $199, $214, $234, $259, $224, $2,599. Delaware LLC $220; LP/LLP/GP $200; statutory trust $500. Wyoming $60, $25.
Delaware short form $50; long form $175. Wyoming free online, $20 on paper. Nevada $50.
Temporary Transfer of Domicile $10,069.
Withdrawal $2,569.
Closing it
Closing is a fixed-fee project, quoted before it starts.
Delaware foreign corporation withdrawal $175; foreign LLC, LP or partnership cancellation $200. NV foreign corporation $100, NV LLC cancellation $100. WY $60.
Delaware corporation revival $189 plus all back taxes, penalties and interest; LLC revival $220; LP $200; LLP/LLLP reinstatement $200; foreign corporation reinstatement $125.
Withdrawal $2,569.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
Start with your first company.
We are onboarding a small group of founders and finance teams with entities in more than one country.