By the end of this lesson you will know whether you need a U.S. company, which state to form it in, how to get a federal tax number without a Social Security number, and which filings fall due every year afterwards.
This is the lesson people skip, and it is the one that costs the most to get wrong. A bad product loses you the money you spent on it. A missed federal filing can cost $25,000 for a company that never made a sale.
None of it is difficult. It is a sequence of forms, and every one of them is published free by the office that wants it. What follows is that sequence, in order, with the current fees and the exact filing routes as of September 2026.
Do you actually need a company?
Honest answer: not always, and it depends on where you live.
If you live in the United States, you can sell as a sole proprietor under your own name and Social Security number. It is the cheapest possible start. What you give up is the separation between the business and everything else you own, and most people form an LLC once they hold real inventory or sign supplier agreements. An LLC also makes bookkeeping honest, because the money lives in its own account.
If you live outside the United States, Amazon does allow sellers to register from a long list of countries and be paid into a local bank account. So a U.S. company is not a rule Amazon imposes. It is a practical answer to three other problems: American wholesale distributors generally want a U.S. business with a resale certificate before they open a trade account; U.S. banking is far easier for a U.S. entity; and suppliers, freight forwarders and prep centres are all set up to deal with one.
If your plan is retail or online arbitrage in your own country, you may never need a U.S. entity. If your plan is American wholesale — buying from brands and distributors in the United States — the company is the price of entry. Choose after you have chosen the model, which is why lesson 1 came first.
Which state
One rule before any comparison: if you or your business have a physical presence in a U.S. state — you live there, you keep stock in your own warehouse there, you have staff there — that is your state. Forming in Wyoming to avoid your own state's fees usually means registering as a foreign entity at home anyway and paying both. The comparison below is for people with no U.S. presence at all, which describes most non-resident sellers.
| Wyoming | Delaware | New Mexico | |
|---|---|---|---|
| To form | $100 for the Articles of Organization1 | A filing fee set in the state's published fee schedule2 | Filed online only; confirm the current fee with the Secretary of State before filing3 |
| Every year | Annual report with a licence tax of $60, or two-tenths of one mill on Wyoming assets, whichever is greater1 | No annual report for LLCs, but a flat $300 annual tax2 | Confirm the current annual requirement with the Secretary of State before you rely on any figure3 |
| When it is due | The first day of your anniversary month of formation4 | By 1 June each year2 | Check with the state |
| Registered agent | Required in all three. The agent must have a physical street address in the state of formation — a mailbox does not qualify2 | ||
For a first Amazon company with no U.S. presence, Wyoming is the common choice on cost: low to form, low to keep, no state income tax on the business. Delaware's advantages are legal ones that matter to companies raising investment, and its $300 annual tax makes it the more expensive place to park a small LLC. Whichever you pick, the federal obligations later in this lesson are identical — the state does not change them.
The three documents
- A registered agent. A person or company in your state of formation that accepts legal papers on your behalf, at a real street address. You pay an annual fee. Compare three providers; the service is genuinely commoditised, and the expensive ones are mostly selling a bundle of things you can do yourself.
- Articles of Organization. The filing that creates the company. It is short: name, registered agent, address, organiser. The state charges the fee in the table above and the company exists when they accept it.
- An operating agreement. The internal document saying who owns what and who may act for the company. Most states do not require you to file it. Write one anyway — a single-member LLC included, because banks and payment providers ask for it, and because it is the document that shows the company is separate from you.
The EIN, without a Social Security number
The Employer Identification Number is the company's federal tax number. You need it for the bank, for suppliers, for the resale certificate and for every tax form the company will ever file. The IRS charges nothing for it.5 Services that charge hundreds of dollars are charging for the typing.
You get it with Form SS-4. The online application is only open to applicants who have a U.S. taxpayer identification number, so if you do not have an SSN or ITIN, use one of the three routes the IRS publishes for international applicants:6
- Phone — 267-941-1099, Monday to Friday, 6 a.m. to 11 p.m. Eastern time. This is the international line, and it is not toll-free. Have the completed SS-4 in front of you.
- Fax — 855-215-1627 from inside the United States, 304-707-9471 from outside. The instructions say a faxed application is generally processed within four business days when you provide a return fax number.
- Mail — Internal Revenue Service, Attn: EIN International Operation, Cincinnati, OH 45999. Roughly four weeks.
The IRS limits applicants to one EIN per responsible party per day.5 The responsible party must be a real person who controls the entity — nominees are not permitted.
What the lines actually say
Below is an SS-4 filled for an invented company, to show which line means what. Blue Harbor Trading LLC does not exist and neither does its owner. Read the real instructions before you file; they are free.6
| Line | What it asks | Example entry |
|---|---|---|
| 1 | Legal name of the entity | Blue Harbor Trading LLC |
| 4a–4b | Mailing address | 742 Cedar Row, Suite 12, Cheyenne, WY 82001 |
| 6 | County and state where the principal business is located | Laramie County, WY |
| 7a | Name of the responsible party | Marta Ilves |
| 7b | Their SSN, ITIN or EIN | Foreign — the instructions say to enter “foreign” or N/A where the responsible party has no SSN or ITIN and is ineligible to obtain one |
| 8a–8b | Is this an LLC, and how many members | Yes — 1 |
| 9a | Type of entity | Other — write in “disregarded entity” for a single-member LLC that has not elected corporate treatment |
| 10 | Reason for applying | Started new business |
| 16 | Principal activity | Retail — online sales of consumer goods |
| 18 | Has this entity ever had an EIN before | No |
The report you no longer have to file
Every guide written between 2024 and early 2026 tells you that a new LLC must report its beneficial owners to FinCEN within days of formation, and warns you about penalties. For U.S. companies that requirement is gone.
A final rule published on 14 August 2026 permanently exempts U.S. companies and U.S. persons from beneficial ownership information reporting. What remains applies only to entities formed under the law of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction, and even those are generally no longer required to report U.S. person beneficial owners.7
Formation services still sell “BOI filing” as an add-on. If you are forming a Wyoming, Delaware or New Mexico LLC, check the current position on FinCEN's own page before paying anyone for a report that is no longer required of you.
The filing whose penalty starts at $25,000
This is the one. If your single-member LLC is owned by a person who is not a U.S. person, the company is treated as a disregarded entity that is still required to file, every year, whether or not it traded, whether or not it made money.
It must file Form 5472 attached to a pro forma Form 1120. On that 1120 you complete only the name and address of the entity and items B and E on the first page, and write “Foreign-owned U.S. DE” across the top. Form 5472 reports transactions between the company and its foreign owner or other related parties — and money you put in or take out counts.8
Three details that catch people:
- It cannot be filed electronically. It goes by mail to Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201, or by fax to 855-887-7737.8
- The deadline is the Form 1120 deadline, including extensions, using the owner's tax year or the calendar year if the owner has none. More time is requested with Form 7004, filed by the regular due date and marked the same way.8
- The penalty is $25,000 for failing to file when due and in the manner prescribed, with a further $25,000 for each 30-day period the failure continues after the IRS notifies you and 90 days pass.8
Whether your Amazon profits are actually taxable in the United States is a separate question from the 5472 filing, and it turns on facts — how you operate, where the work happens, what treaty applies to your country. There is no honest one-line answer, and the confident ones you will read in seller groups are worth exactly what you paid for them. Put a CPA who works with non-resident owners on the payroll before your first tax year closes, not after.
Your year, once the company exists
Alongside those: the registered agent's renewal, your bookkeeping, and the sales tax registrations covered in lesson 5. Wyoming charges a card processing fee of 2.4% of the filing fee, minimum $1, when you file the annual report online, and does not allow online filing at all if the fee exceeds $500.4
What you will need for this lesson
- Documents
- Your passport or national ID, a company name nobody else in the state is using, and an address for the filing.
- Money
- The state filing fee, the registered agent's annual fee, and nothing at all for the EIN.
- Time
- Formation is often same-week. The EIN is about four business days by fax, or four weeks by mail. Plan a month before you need the bank account.
- People
- A CPA experienced with foreign-owned LLCs. Engage them in year one, before deadlines exist.
Mistakes that are expensive to undo
- Missing the 5472. It is due even for a dormant company with no revenue. The penalty starts at $25,000, and “I did not know” is not a category on the form.
- Paying for an EIN. Free from the IRS, by phone, fax or post.
- Using a nominee as the responsible party. The IRS states plainly that nominees may not apply, and it compromises the company's own records.
- Forming in Wyoming while living and warehousing in another state. You end up registered and paying in both.
- Running personal money through the company account. It weakens the separation the LLC exists to create, and for a foreign-owned LLC those transfers are themselves reportable on the 5472.
- Buying a BOI filing you no longer owe. Check FinCEN's own page before paying anyone.
- Treating the operating agreement as optional. The bank will ask.
Checklist before lesson 3
- I have decided whether I need a U.S. company, and written down why.
- My state is chosen on the physical-presence rule first, cost second.
- A registered agent is appointed and I know what the renewal costs.
- The Articles of Organization are filed and accepted.
- An operating agreement exists, signed and stored.
- The EIN application is submitted through the route that fits me — phone, fax or post — with line 7b completed correctly.
- I have checked FinCEN's current position rather than an old guide, and paid nobody for a report I do not owe.
- Form 5472 and its pro forma 1120 are in my calendar with a reminder a month early, and I know they cannot be e-filed.
- A CPA who works with non-resident owners is identified, even if not yet engaged.
- The company's money will live in the company's own account, and only there.
Next
Lesson 3 covers what your paperwork now needs to point at: a U.S. address that survives verification, mail that reaches you wherever you live, and a phone number that works for account security.
Sources
- Wyoming Secretary of State, Business Division filing fee schedule — Limited Liability Companies: Articles of Organization $100.00; annual report licence tax $60.00 or two-tenths of one mill on the dollar of Wyoming assets, whichever is greater. sos.wyo.gov (PDF) Checked 4 September 2026.
- Delaware Division of Corporations, “How to form a new business entity” — LLCs file no annual report but owe an annual tax of $300.00 received no later than 1 June; every entity must maintain a registered agent with a physical street address in Delaware. The current formation fee is in the division's published fee schedule. corp.delaware.gov/howtoform and corp.delaware.gov/fee Checked 4 September 2026.
- New Mexico Secretary of State, Business Services — all New Mexico business filings are made online through the state’s portal; paper filings are no longer accepted. We could not verify New Mexico’s current LLC formation fee or annual requirements from a page the office publishes openly, so confirm both with the Business Services Division before filing. sos.nm.gov/business-services Checked 4 September 2026.
- Wyoming Secretary of State online filing system — annual reports for LLCs are due on the first day of the anniversary month of formation; online payment carries a card processing fee of 2.4% of the filing fee, minimum $1; e-filing is not available where the fee exceeds $500. wyobiz.wyo.gov Checked 4 September 2026.
- Internal Revenue Service, “Employer identification number” — an EIN is free; the responsible party must be an individual who controls the entity and nominees may not apply; one EIN per responsible party per day; international applicants may apply by phone on 267-941-1099, by fax on 855-215-1627 or 304-707-9471, or by mail to Cincinnati, OH 45999. irs.gov Checked 4 September 2026.
- Internal Revenue Service, Instructions for Form SS-4 — line 7b: enter “foreign” or N/A where the responsible party has no SSN or ITIN and is ineligible for one; line 9a: a single-member LLC that has not elected corporate treatment checks “Other” and writes “disregarded entity”; faxed applications are generally processed within four business days and mailed applications in approximately four weeks. irs.gov/instructions/iss4 Checked 4 September 2026.
- Financial Crimes Enforcement Network, beneficial ownership information reporting — the final rule effective 14 August 2026 exempts U.S. companies and U.S. persons from BOI reporting; the reporting company definition now covers only entities formed under foreign law and registered to do business in a U.S. state or tribal jurisdiction. fincen.gov/boi Checked 4 September 2026.
- Internal Revenue Service, Instructions for Form 5472 — a foreign-owned U.S. disregarded entity files Form 5472 with a pro forma Form 1120 completing only the name and address and items B and E, marked “Foreign-owned U.S. DE”; it may not be filed electronically and goes to Ogden, UT 84201 (M/S 6112, Attn: PIN Unit) or fax 855-887-7737; the penalty is $25,000, with an additional $25,000 for each 30-day period the failure continues after notice and 90 days; extensions are requested on Form 7004 by the regular due date. irs.gov/instructions/i5472 Checked 4 September 2026.
Educational content, not legal, tax or immigration advice. Laws and Amazon policies change; verify with the official source and a licensed professional.