Registering a One Person Company in USA: Step-by-Step Guide from the UK There's no such thing as a "One Person Company" in US law. That term belongs to India's Companies Act, 2013, where a sole member can register a formal OPC structure. The US doesn't offer a direct equivalent by name, but UK founders can get the same practical outcome: 100% ownership, limited liability, and simple management, through a single-member LLC or a C-Corp.

Many solo UK entrepreneurs stall out here. Which state? How do you get an EIN without a US Social Security Number? What happens with HMRC when you file US returns? This guide walks through structure selection, registration, and the tax questions that trip up remote founders most often.

Key Takeaways

  • UK residents can own 100% of a US LLC or corporation with no US visa or physical presence required
  • A single-member LLC is the closest match to a One Person Company: liability protection plus pass-through taxation
  • Registration typically takes 1-3 weeks, fully online, using a registered agent
  • The UK-US tax treaty helps prevent double taxation, but state taxes fall outside its scope
  • Specialists like VJM Global can handle formation, EIN applications, and ongoing compliance

Why UK Entrepreneurs Are Registering Solo-Owned Companies in the USA

The US remains the UK's single largest trading partner. In 2025, US-UK trade hit £331.7 billion, or 17.5% of total UK trade, according to the Department for Business and Trade's core statistics book.

By the end of 2024, the US also absorbed 28.5% of UK outward FDI stock (£529.9 billion). Those figures reflect real commercial pull, not abstract policy.

Common triggers pushing UK founders to register solo US entities include:

  • Selling to American customers who prefer invoicing from a US entity
  • Using US marketplaces or payment rails such as Amazon Seller Central or Stripe, which run more smoothly with a US-registered business
  • Needing a US business address or bank account to build credibility with clients or investors
  • Accessing USD payment processing without constant currency conversion friction

None of this requires relocating. You can own and run a US company entirely from a laptop in Manchester or London.

Choosing the Right US Business Structure for Solo UK Founders

Single-Member LLC vs. C-Corp

A single-member LLC is the default choice for most solo UK founders. By default, the IRS disregards it for income tax purposes, so profits pass through to your personal return rather than being taxed at the entity level. It is cheap to run, light on paperwork, and still shields your personal assets from business liabilities.

A C-Corp makes sense if you're planning to raise US venture capital, since most American investors expect this structure. The trade-off: the corporation pays tax on its profits, and any dividends you take are taxed again, a genuine double-taxation risk that doesn't exist with an LLC.

UK tax treatment differs: HMRC doesn't automatically treat a US LLC the way the IRS does. HMRC's internal guidance notes that Delaware-style LLCs are often viewed as opaque entities for UK tax purposes, and confirming the correct classification may require sign-off from HMRC's Base Protection Team. Speak to a cross-border tax adviser on classification before you file formation papers.

Best States for UK Founders to Register

Delaware and Wyoming dominate for a reason:

Factor Delaware Wyoming
LLC formation fee $110 $100
Recurring state charge $400 annual LLC tax (due 1 June) $60 minimum annual report fee
Privacy Strong Strong
State income tax None on out-of-state income None

Delaware versus Wyoming LLC formation costs and fees comparison

If you're actually operating from a physical location, say, storing inventory in a US warehouse, you'll also need to "foreign qualify" in that state, on top of your formation state.

Step-by-Step Guide to Registering Your One Person Company in the USA

  1. Choose your structure and state. Decide LLC vs. C-Corp based on whether you'll ever raise US funding, then pick Delaware, Wyoming, or your operating state.

  2. Clear your business name. Search the USPTO trademark database, check your target state's business name registry, and confirm your domain is free before filing anything.

  3. Appoint a US registered agent. This is a legal requirement: someone with a physical US address to receive official mail. Published provider pricing runs roughly $99-$149 per year.

  4. File Articles of Organization or Incorporation with the relevant Secretary of State. Delaware LLC filings cost $110; Wyoming runs $100. Standard processing typically finishes within days, with expedited options available for a fee.

  5. Apply for your EIN using IRS Form SS-4. Without a US Social Security Number, you can't apply online—call the IRS international line (+1 267-941-1099), fax Form SS-4, or mail it. On line 7b, write "foreign" or "N/A" where an SSN would normally go.

  6. Get help where it counts. Formation paperwork is manageable solo. EIN applications by fax or mail, choosing the right registered agent, and setting up compliant documentation from scratch are less so. VJM Global's US formation team handles these steps for UK founders who have never filed with a US Secretary of State.

6-step process to register a US company as a UK founder

Tax Obligations and UK-US Treaty Considerations

This is where solo founders get caught out. A UK-owned single-member LLC can face double taxation if it's not structured correctly, the same trap that catches many non-resident owners. The 2001 UK-USA Double Taxation Convention (as amended in 2002) is meant to stop that double tax. Article 24 provides relief through foreign tax credits—generally the lower of the foreign tax paid or the UK tax due on that same income—per HMRC's guidance on double taxation. Article 7 also matters: business profits stay taxable only in your home country unless you create a permanent establishment in the US. Filing requirements you can't skip:

  • Form 5472, filed with a pro forma Form 1120, is mandatory for foreign-owned single-member LLCs with reportable related-party transactions—even when the LLC owes no US income tax
  • Missing Form 5472 triggers a $25,000 penalty
  • 25% foreign-owned C-Corps face the same Form 5472 duties when reportable transactions occur
  • State taxes such as franchise and sales tax sit outside the federal treaty; Delaware and Wyoming still charge recurring state fees UK and US tax years, filing deadlines, and terminology rarely line up. Most solo founders need support on both sides at once. VJM Global's cross-border tax advisory is built for exactly that overlap.

UK-US tax treaty filing requirements and penalty risks overview

Costs, Banking, and Compliance Essentials

First-Year Setup Costs

  • State filing fee: $100-$110 (Wyoming/Delaware LLC)
  • Registered agent: $99-$149/year
  • EIN application: Free; non-residents apply by mail or fax, which is slower
  • Rough first-year total: approximately $200-$260 before any professional fees

Opening a US Bank Account Remotely

Several US business banking platforms accept applications from non-resident founders, provided the company has genuine US operations. Typical documentation includes:

  • EIN confirmation letter
  • Articles of Organization or Incorporation
  • Passport for identity verification
  • A US business address (registered agent addresses and PO boxes are often rejected)

Ongoing Compliance

  • Delaware corporations: annual report and franchise tax due by 1 March
  • Delaware LLCs: annual tax due by 1 June
  • Wyoming entities: report due in your formation anniversary month
  • Registered agent renewal: missing this can lead to administrative dissolution
  • Beneficial ownership reporting: required under US law

Annual compliance deadlines calendar for Delaware and Wyoming entities

Missing any of these silently kills your entity's good standing, often without immediate notice.

Frequently Asked Questions

Can UK citizens open an LLC in the USA?

Yes. UK residents can fully own and manage a US LLC or corporation without needing US citizenship, residency, or a visa. Ownership and control can sit entirely outside the US.

Do I need to visit the US to register my company?

No. The entire process, from name clearance to filing to EIN application, can be completed remotely using a registered agent and online state filing systems.

Is an EIN mandatory for a UK-owned single-member LLC?

Yes. You need an EIN for banking, tax filing, and legal operation, even without a US Social Security Number. Non-residents apply by phone, fax, or mail instead of online.

Will I be taxed twice on my US business income in the UK?

Not if structured properly. The UK-US tax treaty and foreign tax credits are designed to prevent double taxation, though the relief depends on correct entity classification and filing.

Which US state is best for a UK founder to register in?

Delaware or Wyoming both offer low fees, strong privacy, and founder-friendly laws. If you have a physical presence in another state, you must register there as well.

How can VJM Global help UK entrepreneurs set up in the USA?

VJM Global assists UK entrepreneurs with entity formation, EIN applications, registered agent coordination, and ongoing US tax and accounting compliance, working alongside UK-side reporting to keep both jurisdictions aligned.