SECTION 01
Detailed State Comparison
An in-depth comparison of the 6 states most popular with non-residents for business formation.
| Category | Wyoming | Delaware | New Mexico | California | Texas | Florida |
|---|---|---|---|---|---|---|
| Filing Fee | $100 | $110 | $51 | $70 | $300 | ~$125 |
| Annual Report | $60/yr | $300/yr | None | $20/yr | None | $138.75/yr |
| Franchise Tax | None | $300/yr | None | $800/yr | None* | None |
| State Income Tax | None | None* | 4.8% | 1~13.3% | None | None |
| Processing Time | 1-3 days | 3-5 days | 1-5 days | 3-5 days | 2-3 days | 3-5 days |
| Privacy | Very High | Moderate | High | Low | Moderate | Moderate |
| Member Disclosure | Private | Private | Private | Public | Private | Public |
* For non-residents with no business activity in the state / Texas LLC: No Franchise Tax if revenue is under $2.47M
2-Year Cumulative Cost Comparison by State
※ Assumes $100/yr RA cost. CPA/Virtual Office costs not included. CA first-year exemption not applied.
SECTION 02
LLC vs Corporation — Practical Comparison
| Category | LLC | C-Corporation |
|---|---|---|
| Owner Title | Member (Member) | Shareholder (Shareholder) |
| Taxation | Pass-through (single) | Double taxation |
| Formation Document | Articles of Organization | Articles of Incorporation |
| Internal Rules | Operating Agreement | Bylaws |
| Fundraising | Difficult | Easy (stock issuance) |
| Flexibility | Very High | Fixed structure |
| Federal Tax Rate | Individual rate 10-37% | Corporate 21% + dividend tax |
LLC vs C-Corp Decision Tree (Detailed)
SECTION 03
Understanding the U.S. Address System
In the U.S., it is standard practice to separate the RA address from the business address.
Address Usage Mapping Diagram
📍 RA (Registered Agent) Address
Physical address required in formation state · No P.O. Box
📍 Business Mailing Address
Virtual office or physical office
Auteur provides both a Registered Agent (RA) service and Virtual Office (Business Mailing address).
SECTION 04
EIN Acquisition — Practical Guide
Similar to a Korean business registration number. The process differs depending on whether you have an SSN.
EIN Application Flow
🟢 Online (with SSN)
🔵 Fax (without SSN)
🟡 Mail (without SSN)
※ Phone application also available: 267-941-1099 (Mon-Fri 6AM-11PM ET, English required)
SECTION 05
Tax Basics & Calendar
Tax structure and key filing dates for U.S. entities.
LLC (Pass-through)
No tax on the entity itself → profits "pass through" to members → paid as personal income tax. Taxed only once.
C-Corp (Double Taxation)
Pay 21% corporate tax → distribute after-tax profits as dividends → shareholders pay dividend income tax. Same money taxed twice.
Tax Calendar
※ WY/CA annual reports are based on formation month, so they vary by entity. Overseas residents get an automatic extension from 4/15 to 6/15.
| Entity Type | Filing Form | Deadline | Extension |
|---|---|---|---|
| Single-Member LLC (non-resident) | Form 1040-NR + Schedule C | April 15 | Until Oct 15 |
| Multi-Member LLC | Form 1065 | March 15 | Until Sep 15 |
| C-Corporation | Form 1120 | April 15 | Until Oct 15 |
SECTION 06
10 Common Mistakes
❌ Ignoring CA Nexus
If you have customers, employees, or inventory in CA, you cannot avoid the $800 franchise tax even if you formed in another state.
❌ Opening Bank Account Without EIN
An EIN is required for a bank account. Follow the order: formation → EIN → bank.
❌ Not Drafting an Operating Agreement
Without one, banks may reject your application and you lose member dispute protection. Required even for single-member LLCs.
❌ Confusing RA Address with Business Address
The RA address is for Secretary of State registration only. Use a business address for the IRS, banks, and clients.
❌ Missing Annual Report Deadlines
Late filing means fines and risk of administrative dissolution. Set calendar reminders immediately after formation.
❌ Mixing Personal and Business Accounts
This can pierce the corporate veil. All business transactions must go through the business account only.
❌ Not Filing When There Is No Revenue
Zero filing is required even with no revenue. Failure to file results in accumulated penalties.
❌ Choosing a State Based Only on Cost
Changing states later (Domestication) is complex and expensive. Consider your business purpose holistically.
Disclaimer: This material is for educational purposes only and does not replace legal or tax advice. Always consult a professional (attorney, CPA).