Brazilian founders can own 100% of a US company with no visa, no Social Security Number (SSN), and no US residency. Forming the entity is the easy part. The hard parts are getting an Employer Identification Number (EIN) without an SSN, opening a US bank account remotely, and filing Form 5472. A US entity buys you market access, a US payment stack, and credibility with investors. Ownership rules come from the Internal Revenue Service (IRS) and each state’s Division of Corporations, not from your immigration status.
Can You Register a Company in the USA from Brazil Without a Visa or SSN?
Yes. A non-resident can own 100% of a US Limited Liability Company (LLC) or C Corporation (C-Corp) with no US citizen, resident, visa, SSN, or Green Card involved. No immigration status is required to form or own the entity. The one mandatory US presence is a registered agent: a person or company with a physical address in your state of formation who receives legal and tax mail for the company. You do not need your own US address to form the company.
LLC or C-Corp: Which Structure Should a Brazilian Founder Choose?
Choose a Delaware C-Corp if you plan to raise from US venture capital (VC) firms or accelerators, because investors expect it. Choose an LLC if you invoice clients, run e-commerce, or operate solo and want low cost and simple pass-through taxation. An S Corporation (S-Corp) is not an option: non-resident aliens cannot be S-Corp shareholders, so this is a two-way choice, not three.
| Factor | US LLC | Delaware C-Corp |
|---|---|---|
| Federal tax treatment | Pass-through; a foreign-owned single-member LLC is a disregarded entity (IRS) | Separate taxpayer at a flat 21% federal corporate rate (IRS) |
| Best for | Invoicing, e-commerce, solo operators | Raising from US VCs and accelerators |
| Double taxation | None at the entity level | Yes: profits taxed, then dividends taxed |
| Dividends to Brazil | Not applicable | 30% US withholding by default, no US-Brazil treaty relief (IRS) |
Delaware or Wyoming: What Is the Best State to Incorporate?
Pick Delaware for a C-Corp raising capital, and Wyoming for a low-cost LLC. Most Brazilian founders with no US operations should form in one of these two and not add a third state they have no connection to. If you later hire or open an office in another state, you may need to foreign-qualify there and pay fees twice.
| State and entity | Formation filing fee | Recurring annual cost | Source |
|---|---|---|---|
| Wyoming LLC | ~$100 | ~$60 minimum annual report | Wyoming Secretary of State |
| Delaware LLC | ~$90 | $300 flat franchise tax | Delaware Division of Corporations |
| Delaware C-Corp | ~$89 and up | $175 minimum franchise tax plus $50 annual report | Delaware Division of Corporations |
Delaware C-Corp franchise tax has two calculation methods. Use the assumed par value method so a scary estimate letter based on authorized shares does not panic you into overpaying. For a deeper breakdown, read our Wyoming vs Delaware comparison.
How Do You Register a Company in the USA from Brazil? (Step by Step)
Six steps, with the entity formation itself taking roughly 1 to 3 weeks. The sequence is simple; the EIN, banking, cost, and tax details each get their own section below.
- Choose your structure and state using the two sections above.
- Check name availability against trademarks, the state registry, and your domain. Run it through the Commenda company name checker and the USPTO trademark database.
- Appoint a registered agent and file your formation documents (Articles of Organization or Incorporation).
- Get your EIN from the IRS.
- Open a US business bank account.
- Set up annual compliance and any required licenses.
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How Do You Get an EIN from Brazil Without an SSN?
No SSN or Individual Taxpayer Identification Number (ITIN) is required. File Form SS-4 by fax or mail, and where the responsible party has no US tax ID, write “Foreign” on line 7b. The IRS online EIN tool will not work for you: it requires a responsible party who already holds an SSN or ITIN, per the Form SS-4 instructions.
The EIN is free from the IRS. Services only charge for convenience. A third-party designee named on Form SS-4 can handle the IRS call-back and speed things up. Think of the EIN as the US equivalent of Brazil’s CNPJ (Cadastro Nacional da Pessoa Jurídica).
| EIN route | Typical timeline | Source |
|---|---|---|
| Fax Form SS-4 | ~4 business days | IRS Form SS-4 instructions |
| Mail Form SS-4 | ~4 weeks; apply 4 to 5 weeks ahead | IRS Form SS-4 instructions |
| International phone line | Same call, international applicants only (267-941-1099) | IRS Form SS-4 instructions |
| Online tool | Not available without an SSN or ITIN | IRS Form SS-4 instructions |
How Do You Open a US Business Bank Account from Brazil?
Fintechs that onboard non-residents remotely are the realistic path: Mercury, Brex, Wise, Payoneer, and Relay are the names founders use most. Traditional banks like Chase and Bank of America generally require an in-person visit and a US address, which is hard from Brazil. Fintech country policies change often, so confirm current eligibility with the provider before you rely on any single one.
The typical document stack is your EIN, formation documents, operating agreement or bylaws, a passport, and genuine proof of address. There is no rule forcing you to open the account within any set window after incorporation.
How Much Does It Cost to Register a Company in the USA from Brazil?
Budget roughly $200 to $800 all-in for a do-it-yourself first year on a Wyoming or Delaware LLC. Add a formation service and a cross-border accountant and the first year rises toward $1,500 or more. Recurring annual costs run about $150 to $700 depending on state and whether you outsource Form 5472.
| Cost item | Typical amount | Source |
|---|---|---|
| State filing fee | $90 to $100 (Wyoming or Delaware LLC) | Wyoming Secretary of State / Delaware Division of Corporations |
| Registered agent | $50 to $300 per year | Provider pricing |
| EIN | Free direct from the IRS | IRS |
| Annual report or franchise tax | $60 (Wyoming) to $300 (Delaware LLC) | WY Secretary of State / DE Division of Corporations |
| Formation service | $0 base plus state fees, up to $500+ | Provider pricing |
| Form 5472 accounting | A few hundred to ~$1,000+ per year | Cross-border accountant rates |
How Long Does It Take to Register a US Company from Brazil?
Formation itself takes days, since Delaware and Wyoming both offer expedited filing. The full stack of entity plus EIN plus bank account usually takes 2 to 8 weeks for an SSN-less founder. The bottleneck is the EIN, because Form SS-4 must go by fax or mail, not the instant online tool.
| Step | Typical timeline | What slows it down | Source |
|---|---|---|---|
| Entity formation | 2 days to ~2 weeks | State backlog, no expedite fee | DE / WY filing offices |
| EIN without an SSN | ~4 business days by fax; ~4 weeks by mail | Physical SS-4, no online route | IRS Form SS-4 instructions |
| Bank account | Days to 2 weeks | Fintech identity review | Provider onboarding |
What Are the Tax Obligations for a Foreign-Owned US Company?
A foreign-owned single-member LLC must file Form 5472 with a pro forma Form 1120 every year, even when it owes no US tax, and missing it costs $25,000. This rule has applied to every foreign-owned single-member LLC since the 2017 tax year. Whether your LLC owes US income tax depends on whether it has a US trade or business and effectively connected income (ECI), so consult a cross-border tax advisor rather than assuming zero tax.
| Obligation | Who it hits | Key fact | Source |
|---|---|---|---|
| Form 5472 plus pro forma 1120 | Foreign-owned single-member LLC (disregarded entity) | Required yearly even with no US tax due | IRS Form 5472 instructions |
| Form 5472 penalty | Any reporting corporation | $25,000, plus $25,000 per 30-day period after a 90-day IRS notice | IRS Form 5472 instructions |
| 25% ownership trigger | C-Corp or disregarded entity with reportable transactions | 25% direct or indirect foreign ownership triggers the filing | IRS Form 5472 instructions |
| Dividend withholding | C-Corp paying Brazilian shareholders | 30% default rate, no comprehensive US-Brazil income tax treaty | IRS |
There is no comprehensive US-Brazil income tax treaty, so C-Corp dividends to Brazilian shareholders face the full 30% default US withholding. A Mexican founder gets treaty relief; a Brazilian founder, unlike one incorporating from Mexico, does not. On beneficial ownership: as of the March 2025 FinCEN interim final rule, US-formed companies are exempt from Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA), with reporting limited to foreign entities, but verify current status before filing.
What Annual Compliance Does a US Company Require?
Every year you file a state annual report or franchise tax, keep your registered agent current, file the federal informational returns, and renew any licenses. Track these dates with the Commenda compliance calendar so nothing lapses.
| Annual task | Applies to | Detail | Source |
|---|---|---|---|
| State annual report or franchise tax | All entities | $60 WY LLC; $300 DE LLC; $175+ DE C-Corp | WY Secretary of State / DE Division of Corporations |
| Registered agent renewal | All entities | $50 to $300 per year | Provider pricing |
| Federal informational return | Foreign-owned LLC or C-Corp | Form 5472 plus Form 1120 | IRS Form 5472 instructions |
| License renewals | Regulated industries | Varies by state | State agencies |
How We Help You Register a US Company from Brazil
Commenda’s incorporation service handles entity formation, your EIN, a registered agent, and your first federal filings in one place, so a Brazilian founder never has to stitch together separate vendors. Because the EIN is the usual bottleneck, Commenda can act as the initial responsible party to get it issued in days, then transfer that status back to you. After formation, entity management keeps your company in good standing with franchise tax, annual reports, and Form 5472 tracked and filed on time.
Book a demo to get a formation plan and a first-year cost estimate for your US entity: schedule a demo with Commenda.
About the author
Logan leads Commenda’s Services and Operations team, helping controllers, heads of tax, and finance leaders navigate international expansion. He built a global expert network across 70 countries and previously worked in management consulting across the Middle East and Southeast Asia.
Disclaimer: Commenda and its affiliates do not provide tax, accounting, or legal advice. This material has been prepared for informational purposes only, and is not intended to provide or be relied on for tax, accounting, or legal advice. You should consult your own tax, accounting, and legal advisors before engaging in any related activities or transactions.






