Can You Register a Company in the USA from Romania?
Yes. Foreign entrepreneurs, including those in Romania, may legally register a company in the USA from Romania without U.S. citizenship, residency, or a visa. Federal and state laws do not bar non-U.S. persons from forming business entities in any U.S. state or territory.
Non-U.S. residents can form common entity types such as a Limited Liability Company (LLC) or a C Corporation. There are no citizenship or residency requirements for owners of these entities.
To form a U.S. company, you must designate a registered agent with a physical street address in the state of registration. This agent receives official legal and tax correspondence on behalf of your company.
This guide explores how to register a company in the USA from Romania, including entity options, basic steps, legal requirements, and common considerations for foreign founders.
Why Start a Business in the USA from Romania?
Entrepreneurs choose to expand their business from Romania to the United States due to strong legal protections, market access, and investor credibility. U.S. federal and state frameworks support foreign ownership and private enterprise.
Key advantages include:
- Business-Friendly Legal Framework: U.S. states grant statutory limited liability to LLCs and corporations, recognized under state corporate laws.
- Strong Intellectual Property Protection: The U.S. Constitution authorizes federal patent and trademark protection, administered by the United States Patent and Trademark Office.
- Access to Regulated Capital Markets: Public securities markets operate under federal oversight by the U.S. Securities and Exchange Commission, which regulates offerings and disclosures.
- Federally Insured Banking System: Deposits at participating institutions are insured up to statutory limits by the Federal Deposit Insurance Corporation.
- Federal Support for Foreign Investment: The U.S. Department of Commerce promotes foreign direct investment through the SelectUSA program.
Types of Business Structures in the USA from Romania
U.S. law does not restrict non-U.S. citizens or non-residents from forming or owning most business entities. Each structure may be classified differently for tax purposes under IRS entity classification rules. (IRS business classification)
Business Entity Options Available to Non-Residents
- LLC (Limited Liability Company): Foreign nationals can form an LLC in any U.S. state without requiring U.S. citizenship. LLC owners may be individuals or foreign entities. (IRS & state law)
- C Corporation: A non-resident may own 100% of a U.S. C Corporation. There is no citizenship or residency requirement for shareholders. (IRS tax law)
- S Corporation: S Corporations require all shareholders to be U.S. citizens or resident aliens; therefore, nonresident foreigners cannot own S Corporations directly. (IRS eligibility rules)
Non-resident aliens cannot be shareholders in S Corporations due to IRS restrictions on shareholder residency status. (IRS S Corp rules)
Comparison of Entity Types
| Entity Type | Liability | Compliance Requirements | Suitability for Non-Residents |
| LLC | Limited (members’ personal assets protected) | Moderate (state registration, IRS filings) | Excellent; no ownership restrictions |
| C Corporation | Limited (shareholders protected) | Higher (annual reports, tax filings, board protocols) | Excellent; unlimited foreign ownership |
| S Corporation | Limited | Strict IRS eligibility, annual compliance | Not permitted for non-resident owners |
Step-by-Step Process to Register a Company in the USA from Romania
Entrepreneurs who register a company in the USA from Romania must form the entity at the state level and obtain federal tax registration. The federal government does not issue incorporation certificates.
- Choose a Structure: Form an LLC or C Corporation under state law; the IRS applies “check-the-box” tax rules, and non-resident aliens cannot own S Corporations.
- Select the State: Incorporate through the state’s Secretary of State (e.g., Delaware Division of Corporations).
- Reserve a Name: Must be distinguishable in the state database; restricted terms like “bank” may need approval.
- Appoint a Registered Agent: Required in-state physical address (no P.O. boxes); available during business hours for service of process.
- File Formation Documents: LLCs file Articles of Organization; corporations file Articles of Incorporation listing entity details and, if required, authorized shares.
- Submit & Pay Fees: File signed documents with the state and pay variable fees; receive a Certificate of Formation/Incorporation upon approval.
- Obtain EIN: Required for tax and banking; issued free by the IRS; foreign founders without an SSN file Form SS-4 by fax/mail.
- Register Taxes & Licenses: State tax registration may apply; certain sectors (e.g., alcohol, firearms) require federal licenses.
- Open Bank Account: Requires formation documents and EIN; banks apply ID rules and may require in-person verification.
Requirements for Romanian Entrepreneurs
If you plan to register a company in the USA from Romania, you must meet specific U.S. federal and state-level requirements. Below are the key prerequisites Romanian founders should prepare in advance:
- Valid Passport & Address Proof: A valid Romanian passport is required for ID verification, plus notarized Romanian residential proof (utility bill or bank statement issued within 2–3 months), and sometimes apostilled documents.
- Registered Agent in the U.S.: Every LLC/Corporation must appoint a registered agent with a physical address in the state of incorporation (e.g., Delaware, Wyoming, Texas) to receive legal notices, tax correspondence, and service of process.
- Formation Documents: LLCs require an Operating Agreement, and C-Corporations require Corporate Bylaws (instead of Romanian-style Memorandum & Articles), defining ownership, management, and governance.
- Employer Identification Number (EIN): An EIN from the Internal Revenue Service is mandatory for banking, federal tax filings, and hiring; Romanian founders without an SSN may apply via Form SS-4.
- Industry Licenses & Permits: Certain sectors (e.g., fintech, healthcare, food services, import/export) require federal, state, or local licenses depending on activity and jurisdiction.
- Compliance Status in Romania (If Expanding an Existing Business): May require a Certificate of Good Standing (Certificat Constatator) from the Romanian Trade Registry, confirming company name, trade register number, CUI, legal form (e.g., SRL), registered office, CAEN activities, and subscribed/paid share capital, plus a corporate resolution approving U.S. expansion and Romanian tax compliance confirmation.
Cost of Incorporation in the USA from Romania
Entrepreneurs considering the cost of incorporating a company in the USA from Romania must budget for initial setup, recurring compliance, and ongoing operational expenses. Costs vary significantly by the chosen state of formation and business model.
Initial Setup Costs
- State Filing Fee: Most states charge a one-time fee to file Articles of Organization or Incorporation. Fees typically range from $35 to $500+, depending on the state.
- Registered Agent: All U.S. entities must maintain a registered agent with a physical address in the state; professional services cost $50–$300 annually.
- Notarization/Legal Fees: Optional legal document reviews or notary services vary widely; budget $200–$5,000+ if using professional support.
- EIN/Tax ID: Obtaining a federal Employer Identification Number (EIN) from the Internal Revenue Service is free.
Annual and Compliance Fees
- Annual Report/Franchise Tax: Many states require annual or biennial filings costing $0–$800+. For example, Delaware LLCs pay a $300 annual franchise tax, and California imposes an $800 minimum franchise tax.
- State Renewal Fees: States may require additional renewal or statement filings.
Operational Costs
- Salaries and Payroll Taxes: Wages paid to employees are subject to federal, state, and payroll taxes, which vary by jurisdiction and business activity. (U.S. Department of Labor)
- Rent and Office Costs: If maintaining a physical U.S. location, commercial rent varies widely by city and state. (U.S. Census Bureau commercial rent data)
- Insurance: General liability, workers’ compensation, and other business insurance must be budgeted, with premiums varying by industry, location, and risk profile. (U.S. Small Business Administration)
- Tax Preparation and Accounting: Professional accounting for U.S. federal and state tax filing starts around $500–$3,000+ per year, depending on complexity.
Opening a Business Bank Account in the USA from Romania
Entrepreneurs often ask how to open a U.S. business bank account from Romania after forming a U.S. company. U.S. banks require strict identity verification under Know Your Customer (KYC) and anti-money-laundering standards.
Local & International Banking Options
- Traditional U.S. Banks: Major banks like Bank of America, JPMorgan Chase, Wells Fargo, and Citibank offer business accounts for LLCs/corporations, typically requiring an in-person branch visit and an EIN.
- Fintech & Digital Banks: Mercury allows remote account opening for non-U.S. residents with a passport, EIN, and formation documents, often with no monthly fees.
- Alternative Platforms: Some digital services provide global USD accounts with similar features but are not U.S. bank accounts and may not be accepted by all U.S. payment processors.
KYC & Documentation Requirements
Banks must comply with federal KYC and AML laws, generally requiring a valid passport, U.S. formation documents, an EIN, and a physical U.S. business address; non-residents without an SSN often use an ITIN or EIN for verification.
Challenges
- Many traditional banks require in-person ID verification at a U.S. branch, even if the application begins online.
- Virtual or registered agent addresses are often rejected, requiring a physical or commercially leased U.S. address.
Digital & Fintech Alternatives
- Mercury: Remote U.S. business banking for non-residents with a passport and EIN, often with no U.S. address requirement and free basic accounts.
- Wise Business & Others: Services like Wise provide borderless accounts with U.S. USD details, though availability varies and may not be full U.S. bank accounts.
- Specialized Global Accounts: Some neobanks offer USD accounts without an EIN, SSN, or a U.S. address but may not fully integrate with all U.S. banking functions.
Visas and Residency Considerations
Incorporating a company in the United States does not grant residency or work authorization. Immigration status is regulated separately under federal law.
Investor Visa
- E-2 Treaty Investor Visa: The E-2 visa permits nationals of treaty countries to invest substantial capital in a U.S. business and direct operations. Romania is designated as an E-2 treaty country. E-2 status does not provide permanent residence.
Employment-Based Visas
- H-1B Specialty Occupation: Allows U.S. employers to sponsor foreign professionals in specialty occupations. Petition required via Form I-129.
- L-1 Intracompany Transferee: Allows transfer of executives, managers, or specialized employees to a U.S. entity with a qualifying relationship.
Permanent Residency
- EB-5 Immigrant Investor Program: Requires statutory capital investment and the creation of at least 10 full-time U.S. jobs.
Compliance and Ongoing Responsibilities
Entrepreneurs who register a company in the USA from Romania must comply with state corporate laws and federal tax obligations. Ongoing compliance requirements vary by state and entity type.
- Annual Reports & State Filings: Most states require LLCs/corporations to file annual or biennial reports with the Secretary of State, with jurisdiction-specific deadlines and fees.
- Federal & State Tax Filings: Businesses must file annual returns with the Internal Revenue Service, generally Form 1120 (corporations) or Form 1065 (multi-member LLCs), and may owe separate state corporate income or franchise taxes.
- Franchise Taxes & Renewal Fees: Some states impose annual franchise taxes regardless of profit; for example, California requires most LLCs to pay a minimum of $800 annually, with penalties, interest, and suspension for non-payment.
- Registered Agent Requirement: Companies must continuously maintain a registered agent with a physical in-state address; loss or resignation may revoke good standing.
- Audits & Recordkeeping: Accurate financial records are required for tax filings; the IRS may audit returns, and corporations must maintain shareholder/director records under state law.
- Consequences of Non-Compliance: Failure to file or pay taxes may lead to penalties, interest, administrative dissolution, or loss of authority to operate.
Challenges When Registering a Company in the USA from Romania
Entrepreneurs who register a company in the USA from Romania must adhere to federal tax rules and state-level corporate laws. Formation requirements differ across jurisdictions.
- Complex Legal Documentation: Requires state-specific incorporation filings, registered agent appointment, and federal tax registration, with rules varying by state statute.
- Time Zone & Communication Barriers: U.S. state offices operate in local business hours, creating Romania–U.S. delays; official English correspondence must be addressed within statutory deadlines.
- Banking Restrictions: Banks must comply with federal Customer Identification Program (CIP) rules under AML laws and often require in-person ID verification.
- High Compliance & Tax Costs: Ongoing obligations include annual reports, franchise taxes (some fixed regardless of income), and federal returns, with fees varying by state and entity type.
- Professional Support: Many founders hire licensed attorneys, CPAs, or registered agents to manage layered federal/state requirements and reduce filing errors.
How Commenda Helps with Incorporation in the USA from Romania
Entrepreneurs who register a company in the USA from Romania must manage multi-state filings, federal tax registration, and ongoing compliance. Commenda provides an integrated platform built for international finance teams operating in 70 countries with guided workflows and built-in compliance checks.
- Integrated Global Platform: Supports multi-state filings, federal tax registration, and ongoing compliance through one platform for finance teams operating in 70 countries, with guided workflows and built-in compliance checks.
- Registered Agent & Documentation: Coordinates registered agent services and state formation documents while centralizing governance records, compliance certificates, and statutory files in a secure system.
- Corporate Governance Automation: Monitors compliance status, tracks statutory deadlines, and reduces penalty risks in collaboration with verified CAs, CPAs, and legal experts.
- Global Indirect Tax Suite: Integrates with 100+ ERPs to calculate VAT, GST, and sales tax in 70+ countries, automating registrations, nexus tracking, and indirect tax filings.
- Transfer Pricing Suite: Generates OECD-compliant transfer pricing reports using real-time transaction data and maintains audit-ready documentation with expert guidance.
- Corporate Tax & Financial Reporting: Manages corporate tax filings and financial reporting across entities in 70 countries, enabling efficient period closing within one compliance platform.
- On-Demand & Post-Incorporation Support: Provides access to licensed global tax/legal professionals, secure document management, deadline tracking, and audit protection.
Book a consultation with Commenda today to see how we help Romanian businesses enter the U.S. market with compliant company formation, federal and state tax setup, registered agent coordination, and ongoing regulatory support.
Conclusion
Entrepreneurs can legally register a company in the USA from Romania under U.S. state corporate laws and federal tax regulations. Setting up a company in the United States from Romania is achievable with proper planning, compliance management, and professional oversight.
However, ongoing obligations such as annual reports, franchise taxes, and federal filings must be maintained to preserve good standing.
Commenda’s Entity Management & Incorporation Suite enables finance teams to incorporate and manage entities in 70 countries with guided workflows and automated compliance monitoring. Its Global Indirect Tax, Transfer Pricing, and Corporate Tax suites centralize filings, reporting, and deadline tracking across jurisdictions.
Book a consultation with Commenda today.
