Companies are formed under state law, and most foreign groups use a corporation or LLC formed in a state such as Delaware, then register in each other state where they operate. Federal obligations at entry are mainly reporting: an EIN, a mandatory BE-13 survey within 45 days and, for foreign-formed entities registered in a state, a BOI report to FinCEN within 30 days. CFIUS review is largely voluntary but mandatory for some foreign-government and critical-technology deals.
Federal and state layers
There is no federal company registry. A company is created by filing with the registry of one state, and that state's law governs its internal affairs. Delaware is used here as the illustration: every Delaware entity must keep a registered agent with a street address in Delaware, and a corporation's certificate of incorporation must state its name, registered agent and, for a stock corporation, its authorised shares and their par value. Other states have their own statutes, forms, fees and annual filing rules.
Forming in Delaware does not remove obligations elsewhere. A company formed in one state that does business in another generally has to register there as a foreign entity. Delaware's own rule shows the pattern: a corporation formed elsewhere that does business in Delaware files a Foreign Qualification form with a certificate of existence from its home jurisdiction, and then files an annual report by 30 June.123
Subsidiary, LLC or branch
A subsidiary corporation is the most common structure for a foreign parent. It pays federal corporate tax at 21% and files Form 1120; if it is 25% or more foreign-owned it must also file Form 5472 on related-party transactions. In Delaware it files an annual report and pays franchise tax by 1 March, with a minimum of $175 or $400 depending on the calculation method used.
An LLC pays a flat $300 annual tax in Delaware and files no annual report, but its federal tax treatment needs care: a single-member LLC owned by a foreign parent and treated as disregarded must still file a pro forma Form 1120 with Form 5472. A branch, meaning the foreign company registering itself in a state, is taxed on effectively connected income at the same rates as a US corporation, files Form 1120-F and, as a foreign-formed entity registered in a state, falls within BOI reporting.456789
Corporate Transparency Act: where BOI reporting stands
FinCEN's final rule, effective 14 August 2026, made permanent the March 2025 exemptions: companies formed in the US no longer report beneficial ownership information, and US persons are not reported as beneficial owners. A US subsidiary of a foreign group therefore has no BOI filing.
The obligation remains for foreign reporting companies, meaning entities formed under foreign law that register to do business in a US state or tribal jurisdiction. They report their foreign individual beneficial owners, and an entity registering on or after 26 March 2025 has 30 calendar days from notice of effective registration to file. The final rule also removed the need to report US person company applicants.1091112
Federal reporting and screening at entry
The US enterprise must file the BEA's BE-13 survey within 45 days when a foreign entity acquires 10% or more of its voting interest or sets up a new US legal entity. The survey is mandatory and confidential. Separately, the entity needs an EIN for tax, payroll and banking; where the principal place of business is outside the US, the IRS takes applications by phone, fax or mail rather than online.
CFIUS can review foreign investments for national security risk. Most filings are voluntary, but a declaration is mandatory for certain acquisitions of a substantial interest by foreign-government investors and certain deals involving critical technologies. Screening is covered in more depth in the transactions area.131415
| Option | Formation or registration (Delaware) | Recurring Delaware charge | BOI report to FinCEN | Federal income tax return |
|---|---|---|---|---|
| Corporation (subsidiary) | Certificate of incorporation; Delaware registered agent | Annual report and franchise tax by 1 March; minimum $175 or $400 depending on method | Not required (US-formed) | Form 1120; Form 5472 if 25% or more foreign-owned |
| Limited liability company | Certificate of formation; Delaware registered agent | $300 annual tax by 1 June; no annual report | Not required (US-formed) | Depends on tax classification; a foreign-owned disregarded LLC files a pro forma Form 1120 with Form 5472 |
| Branch of a foreign corporation | Foreign Qualification form with home-jurisdiction certificate of existence | Annual report by 30 June; $250 fee | Required within 30 calendar days of registration, for foreign individual owners | Form 1120-F |
How it works, step by step
- Choose the state of formation and entity type; optionally reserve the name (Delaware: $75, held for 120 days)16State registry (Delaware Division of Corporations)
- Appoint a registered agent with a street address in the state1State registry (Delaware Division of Corporations)
- File the certificate of incorporation or formation2State registry (Delaware Division of Corporations)
- Obtain an EIN (by phone, fax or mail if the principal place of business is outside the US)14Internal Revenue Service
- File the BE-13 survey within 45 days of establishing or acquiring the US business13Bureau of Economic Analysis
- Register as a foreign entity in each other state where the business operates3Registry of each state concerned
- If operating through a foreign-formed entity registered in a state, file the BOI report within 30 calendar days911FinCEN
- Assess whether a CFIUS declaration is mandatory or a voluntary filing is advisable15CFIUS (US Department of the Treasury, chair)
No timings or fees are shown unless an official source states them.
Documents usually needed
- Certificate of incorporation (corporation) or certificate of formation (LLC)
- Registered agent appointment and Delaware street address
- Form SS-4 application for an EIN
- BEA Form BE-13 (or claim for exemption)
- Certificate of existence from the home jurisdiction, for foreign qualification of an entity formed elsewhere
- BOI report and beneficial owner identification details (foreign reporting companies only)
Common mistakes
- Filing a BOI report for a US-formed subsidiary, or, conversely, overlooking BOI reporting when the foreign parent registers itself in a state as a branch.
- Assuming Delaware formation is enough and not registering in the states where staff, offices or customers actually are.
- Missing the Delaware franchise tax and annual report on 1 March, or not checking which calculation method produces the lower figure.
- Missing the 45-day BE-13 deadline because no US approval was needed and the survey was not on the checklist.
- Trying to obtain an EIN online when the principal place of business is outside the US, which delays bank account opening and payroll.
When the business crosses borders
- Parent-company documents for foreign qualification, such as a certificate of existence, come from the home registry and may need translation or legalisation; check what the state registry accepts.
- BOI reports by foreign reporting companies cover foreign individual beneficial owners only; US person owners and US person company applicants are no longer reported.
- Investors that are foreign governments, or deals involving critical technologies, should check CFIUS mandatory declaration rules before signing.
- A 25% foreign-owned subsidiary must report related-party transactions with the parent group on Form 5472 each year.
Questions businesses ask
Does a Delaware company need US-resident directors?
The Delaware pages reviewed set no residency requirement for directors or owners; the requirement they state is a registered agent with a Delaware street address. Confirm board composition rules with Delaware counsel before forming.1
Does our new US subsidiary have to file a BOI report?
No. Since FinCEN's final rule took effect on 14 August 2026, companies formed in the US are exempt. The obligation applies to entities formed under foreign law that register to do business in a state.109
Is there a federal approval for foreign investment?
There is no general approval step in the sources reviewed. The federal requirements at entry are reporting (BE-13 within 45 days) and, for some transactions, CFIUS review, which is mandatory only for specified foreign-government and critical-technology cases.1315
What this guide does not yet confirm
These points need checking with a qualified local professional in the United States before you rely on them.
- Delaware statutory rules on minimum number and residency of directors (8 Del. C. s.141) could not yet be checked; the conclusion that there is no residency requirement rests on the absence of one on the Division pages reviewed.
- Delaware formation filing fees were not stated on the pages opened (they are on a separate forms page).
- Whether FinCEN's final rule altered the 30-day deadline for foreign reporting companies is not expressly stated; FinCEN says it imposes no additional requirements. BOI penalty amounts were not confirmed.
- Rules in states other than Delaware (formation, foreign qualification, annual reports and fees) were not researched and differ.
- Sector-specific foreign ownership limits (for example communications, aviation, maritime, banking and nuclear) were not confirmed.
- The FinCEN BOI home page was rate-limited on later attempts; content above reflects the version read on 18 October 2026 (page dated 11 August 2026).
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
Delaware law requires every business entity to have and maintain a registered agent in Delaware with a physical street address in the state. State rule (Delaware). The agent may be a Delaware-resident individual or a business entity authorised to do business in Delaware; other states set their own registered agent rules.
A Delaware certificate of incorporation must state the corporation's name and its registered agent's name and address, and a stock corporation must state its number of authorised shares and their par value. State rule (Delaware corporations). LLCs file a certificate of formation instead.
A corporation formed outside Delaware that does business in Delaware must file a Foreign Qualification form with the Division of Corporations together with a Certificate of Existence from its home jurisdiction, and file an annual report by 30 June with a $250 fee. State rule (Delaware). Each state has its own foreign qualification (registration) rules for entities formed elsewhere.
US corporations figure federal income tax by multiplying taxable income by 21%. Federal corporate income tax. State and local corporate income or franchise taxes are additional and vary by state.
A 25% foreign-owned US corporation, including a foreign-owned US disregarded entity, and a foreign corporation engaged in a US trade or business must file Form 5472 to report reportable transactions with related parties. Federal (section 6038A). A foreign-owned US disregarded entity must file a pro forma Form 1120 with Form 5472 attached even though it has no income tax filing requirement. Exceptions exist and are narrower for disregarded entities.
Delaware domestic corporations must file an annual report and pay franchise tax on or before 1 March each year; the minimum franchise tax is $175 under the Authorized Shares Method and $400 under the Assumed Par Value Capital Method, with a $200,000 maximum. State rule (Delaware corporations). The annual report fee is $50 for non-exempt corporations and $25 for exempt corporations (stated on the Division's How to Form page).
The FAQ prints the maximum as $200.000.00, apparently a typographical error for $200,000.00, which the How to Form page states.
Delaware LLCs, LPs and GPs pay an annual tax of $300 due by 1 June each year and do not file an annual report. State rule (Delaware).
Income of a foreign corporation that is effectively connected with a US trade or business is taxed at the same rates as income of a US corporation, after allowed deductions, and is reported on Form 1120-F. Federal. Applies to foreign corporations operating in the US directly (for example through a branch); also covers US-source FDAP income.
Foreign reporting companies must still report beneficial ownership information to FinCEN for their foreign individual beneficial owners. Foreign reporting company: an entity formed under foreign law that has registered to do business in a US state or tribal jurisdiction. US person beneficial owners are not reported.
FinCEN's final beneficial ownership information (BOI) rule, effective 14 August 2026, permanently exempts US companies from BOI reporting and removes the need to report US persons as beneficial owners. Federal rule under the Corporate Transparency Act. Applies nationwide; makes permanent the exemptions first introduced by the interim final rule of 26 March 2025.
Final rule published in the Federal Register on 14 August 2026 (document 2026-16576); the Federal Register page was seen in search results but not yet checked.
A foreign entity that registers to do business in a US state on or after 26 March 2025 has 30 calendar days to file its initial BOI report after receiving notice that its registration is effective. Deadline stated under the March 2025 interim final rule; FinCEN states the final rule imposes no reporting requirements beyond those already in effect.
The FinCEN page does not expressly restate the deadline under the final rule; the final rule Q&A says it adds no new requirements.
Under the final rule, foreign reporting companies no longer have to report US person company applicants, and US persons holding FinCEN IDs no longer have to update or correct their information. Federal; changes made by the final rule in addition to those in the interim final rule.
A US business enterprise must file the mandatory BEA BE-13 survey when a foreign entity acquires a direct or indirect voting interest of at least 10 percent in it or establishes a new US legal entity, no later than 45 days after the acquisition, establishment or expansion. Federal (Bureau of Economic Analysis). BEA states all its surveys of foreign direct investment in the US are mandatory and confidential.
An applicant for an employer identification number (EIN) whose principal place of business is outside the US can apply by phone, fax or mail; online application is available where the principal place of business is in the US. Federal (IRS). The IRS limits applicants to one EIN application per day. International applicant phone line: +1 267-941-1099.
CFIUS, chaired by the Secretary of the Treasury, reviews covered transactions for national security risk; filing is largely voluntary but a declaration is mandatory for certain transactions in which a foreign government acquires a substantial interest and certain transactions involving critical technologies. Federal. Mandatory declaration rules at 31 C.F.R. 800.401, introduced under FIRRMA; statutory basis is section 721 of the Defense Production Act of 1950. Detail is covered in the transactions area.
Delaware's Division of Corporations charges $75 to reserve an entity name, which holds the name for 120 days and is non-refundable. State rule (Delaware). Name reservation is optional.
Questions on this topic
13 statements on entry, investment and company formation in the United States
