How to Create Your US LLC from LatAm and Spain

If you’re thinking about expanding your business horizons or starting a new venture in the United States, one of the most important strategic decisions you’ll make is choosing the right legal structure. A popular option for both local and foreign entrepreneurs is the LLC (Limited Liability Company). In this article, we’ll explain what an LLC is, how you can create one in the U.S., the necessary steps and requirements, and the benefits of establishing this type of entity.

What Is an LLC?

An LLC is a U.S. legal structure that combines elements of both corporations and partnerships. It is formed as a separate entity from its owners, which means that members (or partners) enjoy limited liability protection: their personal assets are protected from the debts and obligations of the business.

Additionally, an LLC offers significant flexibility in terms of management and taxation. Generally, the company’s profits and losses are passed directly through to the members, who report them on their personal tax returns. This structure avoids the double taxation often faced by other entities, such as traditional corporations.

Benefits of Creating an LLC

Before diving into the process of forming an LLC, it’s important to understand some of its main advantages:

1. Limited Liability Protection
   Members do not risk their personal assets because the LLC is recognized as a separate legal entity.
2. Flexible Management
   You can choose whether the LLC will be managed directly by its members or by designated managers, allowing you to tailor the structure to your business’s specific needs.
3. Pass-Through Taxation
   Profits and losses of the LLC pass through to the owners’ personal tax returns, avoiding corporate-level taxes.
4. Business Credibility
   Having a formally registered entity enhances credibility with customers, suppliers, and investors, making it easier to secure funding and establish commercial relationships.
5. No Nationality Restrictions
   You don’t need to be a U.S. citizen or resident to form an LLC, making it an accessible option for international entrepreneurs.

Steps to Form an LLC

Forming an LLC involves several steps and requirements. Below is a step-by-step process to help you establish your company:

1. Prepare Identification Documents

• Identification Document: If you’re a foreign national, you’ll need a valid passport. In some cases, additional information may be required, depending on the state where you form the LLC.
• Physical Address in the U.S.: Although you don’t have to live in the United States, you must have a physical address in the state of formation. This can be the address of an intermediary or a virtual office service.

2. Choose a Name for Your LLC

The name you select must meet certain requirements:

• Uniqueness: It must be distinct and not already registered in the state of formation.
• State Regulations: Some states have lists of restricted or specific words that cannot be part of an LLC name.
• Name Reservation: In many cases, you can reserve the name for a small fee while you complete the rest of the process.

3. Select the State of Formation

You are not required to form your LLC in the state where you will physically operate. Many entrepreneurs choose states like Delaware, which offer favorable tax and legal structures. However, if you do business in a different state, you may need to register the LLC as a “foreign entity” in that state, which can incur additional costs.

4. Appoint a Registered Agent

A registered agent is the individual or company designated to receive legal and tax notifications on behalf of the LLC. This requirement is mandatory, and the agent must have a physical address in the state of formation.

5. Draft an Operating Agreement

Although not all states require a written operating agreement, it is highly recommended. This document outlines:

• The internal structure of the LLC.
• Each member’s ownership percentage.
• The roles and responsibilities of members or managers.
• The procedures for profit distribution and conflict resolution.

Having a well-defined operating agreement can help prevent future disputes and make business administration more straightforward.

6. File the Articles of Organization

Once you’ve completed the previous steps, you must file the “Articles of Organization” (or Certificate of Formation) with the Secretary of State’s office in your chosen state. This usually involves paying a filing fee, which varies by jurisdiction.

7. Obtain an EIN (Employer Identification Number)

The EIN is a number assigned by the IRS to identify your LLC for tax purposes. You’ll need it for:

• Opening a business bank account.
• Filing tax returns.
• Applying for loans or financing.

You can obtain the EIN for free through the IRS website by completing the appropriate form.

8. Comply with Additional Requirements

Depending on your state and the nature of your business, you may need:

• Business Licenses and Permits: Check specific requirements for your industry and state.
• Publication Notices: Some states require that you publish a notice in a local newspaper announcing the formation of your LLC.
• Registration in Other States: If you plan to operate in multiple states, ensure you meet each jurisdiction’s registration requirements.

9. Open a Business Bank Account

Separating personal finances from business finances is essential for maintaining limited liability protection. A business bank account also makes it easier to manage income, expenses, and establish a credit history for the company.

10. How to open an LLC if you are in Texas or Florida?

Being within the U.S., the process is much faster and simpler, as you have advantages such as having a Social Security Number (SSN) and being able to be your own registered agent.

Creating an LLC in Texas (From the U.S.)

If you already reside in the "Lone Star State," incorporating your LLC locally is a great decision to protect your personal assets and take advantage of the fact that Texas does not charge a state individual income tax.

• Requirements: You will need to choose a unique name, have a physical address in Texas (it can be your own home or commercial space), and have your Social Security Number (SSN) or ITIN. By living in the state, you yourself can act as your company's Registered Agent, saving you the cost of hiring a third party.
• Basic steps:
  1. File the Certificate of Formation (Form 205) online through the Texas Secretary of State's SOSDirect portal.
  2. Since you have an SSN, you can obtain your EIN immediately and for free directly on the IRS website.
  3. Draft your Operating Agreement.
  4. Go to any local bank branch (such as Chase, Bank of America, or a regional bank) with your documents and open your business account the same day.
  5. Remember that, as a local business, you will need to file the Franchise Tax report annually, even if your revenue is below the taxable threshold.

Creating an LLC in Florida (From the U.S.)

For local residents, opening an LLC in Florida is an extremely agile and completely digital process. It is an ideal structure for service businesses, real estate, or local commerce in a state with no state income tax.

• Requirements: A name for your company (ending in LLC or L.L.C.), a physical address in Florida (your residential address is valid), and your SSN. Just like in Texas, if you live in Florida, you can be your own Registered Agent.
• Basic steps:
  1. Go to the state's official portal, Sunbiz.org, and file your Articles of Organization. The platform is very intuitive and allows you to pay the state fee with a credit card.
  2. Once Sunbiz approves your LLC (which usually takes a few days), go to the IRS website and process your EIN instantly using your Social Security Number.
  3. With your EIN and the state-approved documents, you can open your business bank account at any physical branch near you.
  4. Golden rule in Florida: All LLCs must file an Annual Report through Sunbiz between January 1st and May 1st of each year. If you miss that date, the state imposes an automatic $400 penalty, so it is vital to schedule this reminder.

Create your LLC from anywhere in the world

You don't need to travel or have a visa to incorporate your business. The process is fully adapted so you can manage and open your LLC 100% remotely. Below, we explain how this applies to different countries:

Creating an LLC from Mexico

Given the geographical proximity, many Mexican entrepreneurs seek to expand to the U.S. to facilitate cross-border trade.

• Requirements: You only need your valid Mexican passport and a physical address in the U.S. (which can be virtual). You do not need an American visa.
• Basic steps: You must verify name availability, hire a registered agent in the U.S., file the articles of organization in your chosen state, and finally, process the EIN with the IRS to open your bank account.

Creating an LLC from Colombia

For freelancers and agencies in Colombia, an LLC is the gateway to invoicing in dollars and retaining capital in a strong currency.

• Requirements: A valid Colombian passport and the designation of a registered agent.
• Basic steps: The process begins by choosing a foreigner-friendly state (like Wyoming or Delaware), registering the company with the Secretary of State, and requesting the EIN. With this number, you can open your bank account and link it to global payment gateways.

Creating an LLC from Argentina

In a context of exchange rate fluctuations, creating an LLC from Argentina is ideal for service exporters (IT, design, marketing) looking to safeguard their income.

• Requirements: Only your Argentine passport and a commercial address in the United States.
• Basic steps: Select a state for formation, draft your Operating Agreement, register the LLC, and process the EIN. This will allow you to have a legal entity and a U.S. bank account to collect payments in dollars without forced peso conversions.

Creating an LLC from Chile

The Chilean entrepreneurial ecosystem is very strong, and incorporating an LLC provides the prestige of a U.S. entity for potential investment rounds.

• Requirements: A valid Chilean passport and a registered agent with an address in the state where you will form the company.
• Basic steps: Validate your startup's name, file the state formation documents, obtain your tax identification number (EIN), and open a corporate bank account to receive capital or payments from North American corporations.

Creating an LLC from Ecuador

Although the Ecuadorian economy is dollarized, accessing global payment platforms (like Stripe or commercial PayPal) sometimes presents local limitations.

• Requirements: A valid Ecuadorian passport and a physical address in the state where you register the LLC.
• Basic steps: Choose the state of incorporation, pay the state registration fee to create the legal entity, and obtain the EIN. This last step is the key requirement to unlock all financial tools and e-commerce payment gateways in the U.S.

Creating an LLC from Spain

Spanish entrepreneurs and startups find the LLC an agile structure to test the American market and simplify their sales in North America.

• Requirements: A valid Spanish passport, a registered agent, and a virtual commercial address in the United States.
• Basic steps: Determine the company structure, register the LLC in a strategic state (like Delaware, preferred by investors), process the EIN remotely, and open the business bank account to operate without European bureaucratic complexities.

How Openbiz Can Help You

At Openbiz, we guide you through each step of forming your LLC in the United States. With our expertise and personalized assistance, you can:

• Verify name availability.
• Choose the most convenient state for formation.
• Draft and review the Operating Agreement.
• Manage the filing of documents and state registration.
• Obtain your EIN and open a business bank account.

Our goal is to make the process as simple and efficient as possible, allowing you to focus on what truly matters: growing your business.

Conclusion

Forming an LLC in the United States is an excellent option for entrepreneurs seeking to protect their personal assets, enjoy tax benefits, and establish a flexible, professional business entity. By following the proper steps and fulfilling the legal requirements, you can set up your company and leverage the opportunities offered by the U.S. market.

If you’re ready to take the next step and create your LLC, contact us at Openbiz. Our team of experts is here to advise and guide you through every stage of the process, ensuring a quick, hassle-free company formation experience.

Frequently Asked Questions (FAQ)

1. Can I open an LLC in the USA without being a resident?
Yes. You do not need to be a U.S. citizen or resident to form an LLC from Latin America.

2. What documents do I need to create an LLC?
You will typically need a valid passport, a U.S. address, and the Articles of Organization.

3. What is a registered agent?
A registered agent is the person or company responsible for receiving legal and tax notices on behalf of your LLC.

4. What are the main advantages of opening an LLC?
An LLC offers limited liability protection, management flexibility, pass-through taxation, and the ability to operate internationally.

5. How much does it cost to create an LLC in the United States?
The cost varies by state, but it generally includes the state filing fee, registered agent fees, EIN application, and annual maintenance costs.

6. Which state is best for a non-resident LLC?
Wyoming is often the most popular option due to its low costs and privacy benefits, although Delaware and Florida may be better choices depending on your business needs.

7. Does a U.S. LLC pay taxes if the owner is a foreigner and does not operate within the United States?
In many cases, it does not owe federal income taxes, but it must still comply with certain IRS reporting requirements.