Do You Need an LLC to Sell on Amazon and in the US?
Key takeaways
As of October 2026, a company in South Korea can open an Amazon.com seller account without a US LLC. A US LLC adds state costs ($890 in year one in California), an EIN and a yearly Form 5472 with a $25,000 penalty for not filing. Form one when your stage needs it.
Should a foreign brand form a US company before it starts selling?
Brands getting ready for the US often ask us:
"Do we have to set up a US company first?"
"Can we sell on Amazon without one?"
"Do we need a US company for TikTok Shop?"
"What do we actually get from a US LLC?"
The short answer: you do not have to form a US entity before you enter the US market. Many brands start on Amazon with their home-country company and form a US entity later. For others, forming one early saves time and money.
This post covers when an LLC helps and what it costs. It is general information, not legal or tax advice.
What is an LLC, and how is a foreign-owned LLC taxed?
An LLC (limited liability company) is a common US business form that, in the words of California's Franchise Tax Board, "protects its members against personal liabilities" (FTB).
If you run a limited company at home, the liability part will feel familiar. The tax part will not. An LLC with one foreign owner is a "foreign-owned U.S. DE" (disregarded entity), and for Form 5472 the IRS treats it as a corporation (IRS).
The order of steps is the same in each state: form the LLC, get an EIN (the federal tax ID), open a bank account, set up tax filings. The IRS says to register with the state before you apply for the EIN (IRS).
Do I need an LLC to sell on Amazon from outside the US?
No. A company in South Korea can open an Amazon.com seller account without a US entity. Amazon's list of accepted countries includes "Korea (South)". Elsewhere in Asia, check the list for your country.
Amazon's registration requirements for the US store are:
- A credit card that can be charged internationally, and a phone number
- A bank account in a country the Amazon Currency Converter supports, and a business address
- Tax information: a W-8BEN as a non-US taxpayer
The bank account does not have to be in the US. The Currency Converter can deposit US sales "to a bank account in your country," and the Professional plan costs $39.99 a month plus selling fees (Amazon). For a US bank account, Amazon suggests asking your advisors first, "as you may need to create a legal business entity in the US."
So if you ask "do I need an LLC to sell on Amazon," the answer is: not to start. An LLC is not a ticket into Amazon. It is a tool you add when the business needs it.
Amazon FBA still needs an importer of record
For inventory sent to Amazon's US warehouses, "you or your provider must act as the exporter of record and importer of record" (Amazon). The importer of record (IOR) makes the customs entry and pays the duties. Under 19 CFR 141.18, a nonresident corporation needs a resident agent in the port's state and a bond on CBP Form 301 with a resident corporate surety. See importer of record and US customs.
Do TikTok Shop, Shopify and Walmart require a US company?
The Shopify and Walmart pages we read do not require a US LLC.
- TikTok Shop: check TikTok Shop's current rules for sellers outside the US before you form an LLC only for it.
- Shopify: South Korea is not on the Shopify Payments supported countries list, so you "need to use a third-party payment provider." Check that it accepts merchants from your country.
- Walmart suppliers: non-US suppliers "must provide a current W-8 tax certificate" instead of a US tax ID (Walmart).
- Walmart Marketplace: sellers need a business tax ID or license, and "a B2C U.S. warehouse with returns capability" or Walmart Fulfillment Services (Walmart). Sellers from South Korea can use the W-8BEN-E with a Korean Business Registration Certificate (Walmart).
Walmart asks for a tax ID and a US warehouse, not a US LLC. For the warehouse, see when a brand needs a 3PL.
What does a US LLC change for a foreign brand?
A US LLC does not create sales. It changes four things.
- Banking. A US bank account is the clearest reason, since Amazon says one may need a US entity. It matters once you pay US vendors, collect from retail accounts and keep US books.
- Trust with partners counts for less than brands expect. In our experience, buyers look at the product, the price and the logistics first, not the place of incorporation. See broker vs distributor vs sales rep.
- Contracts and liability. The LLC signs US contracts (warehouse, distribution, lease, insurance, staff) and keeps US liabilities apart from its owners. See product liability insurance.
- Tax. As the marketplace facilitator, Amazon collects and remits sales tax for sellers where state law requires it, and its table lists all 45 states with a statewide sales tax, plus DC and Puerto Rico, with some exceptions (Amazon). Gaps remain: in non-participating Alaska jurisdictions the seller "may continue to have an obligation" (Amazon), and your own store's sales are outside Amazon's collection.
A US LLC moves tax work into the US. It does not make the work go away.
What does a US LLC cost in Delaware, Wyoming and California?
As of October 2026, an LLC costs $100 to $110 in state fees to form in Wyoming or Delaware, and $890 in its first year in California.
| State | Fee to form | Yearly state cost | State cost in year one |
|---|---|---|---|
| Delaware | $110 | $400 annual tax, due June 1 of the next year; no annual report | $110 |
| Wyoming | $100 | Annual report license tax of $60, or $0.0002 per dollar of Wyoming assets if greater, due the first day of the anniversary month | $100 |
| California | $70, plus a $20 Statement of Information within 90 days | $800 annual tax, plus an LLC fee of $900 to $11,790 once California income reaches $250,000 | $890 |
What the fee tables do not show:
- California charges the $800 in year one. The first-year exemption covered only LLCs formed from 2021 to 2023 (FTB).
- The $800 follows California operations. It applies to every LLC "doing business or organized in California" (FTB). A Wyoming LLC for non residents can still owe it if the business runs from California. Ask a CPA.
- A registered agent costs extra. Delaware's form asks for an agent "located in Delaware" (Delaware), and California's asks for one with a California street address or a registered corporate agent (California). Agent fees vary.
What is Form 5472, and when is it due for a foreign-owned LLC?
A foreign-owned single-member LLC generally files Form 5472, attached to a pro forma Form 1120, every year by the Form 1120 due date including extensions (IRS). Most guides on an LLC for non US residents skip it.
- What to file: Form 5472, attached to a Form 1120 with only the name, the address and items B and E on page 1 filled in.
- When: a corporate return is generally due by "the 15th day of the fourth month following the end of the corporation's tax year" (IRS), April 15 for a calendar year. Form 7004, filed by that date, gives an automatic six-month extension (IRS).
- Penalty: $25,000 for a Form 5472 not filed when due, plus $25,000 for each 30-day period the failure continues more than 90 days after an IRS notice (IRS).
The instructions list an exception for a year with no reportable transactions of the listed types. Let a US CPA decide if it applies. Have a US CPA prepare Form 5472 every year. A $25,000 penalty is not the place to save a filing fee.
How does a foreign owner get an EIN without an SSN?
A foreign owner with no SSN or ITIN applies for an EIN by phone, fax or mail. The IRS online tool is not for applicants whose "principal place of business is outside the U.S." (IRS).
- On Form SS-4, enter "foreign" on line 7b if the responsible party has no SSN or ITIN (IRS).
- With no US place of business, call 267-941-1099 (not toll-free), 6:00 a.m. to 11:00 p.m. Eastern, Monday to Friday (IRS).
Does a US LLC have to report its owners to FinCEN?
No. Since FinCEN's March 2025 rule, US companies are exempt from beneficial ownership information (BOI) reporting, and the final rule effective August 14, 2026 keeps that exemption (FinCEN).
A company formed abroad that registers to do business in a US state, instead of forming an LLC, is a "reporting company." It must report its non-US beneficial owners within 30 calendar days after notice that its registration is effective (FinCEN).
When should a foreign brand form a US LLC?
Form a US LLC when your stage calls for it. We see three stages.
Stage 1: market test. Amazon sales and product validation. Your home-country company can do this.
Stage 2: brand building. More ads, TikTok Shop, creators, more inventory. Many brands start to weigh an LLC here, for banking and contracts.
Stage 3: full US operations. Retail, US hires, large accounts. An LLC usually earns its cost here: it signs the contracts and holds the US liabilities.
| Task | Without a US entity | Does a US LLC help? |
|---|---|---|
| Amazon.com seller account | Yes, with a W-8BEN (South Korea is on Amazon's list) | Not required |
| Amazon payouts | Yes, to a home-country bank | Yes, for a US bank account, which Amazon says "may" need a US entity |
| Importer of record for FBA | Yes, with a resident agent and a bond with a resident surety | Not required |
| Walmart Marketplace | Yes, with a W-8BEN-E and a US warehouse or WFS | Not required |
| US contracts and liability | Your home-country company signs | Yes. The LLC signs and protects its members from personal liabilities |
| Yearly filings | Your home-country filings | It adds Form 5472, a state tax or report and a registered agent |
Is forming the LLC the last step?
No. Forming the LLC is where the setup starts. Next come an EIN and a bank account, Form 5472 every year, the state's yearly cost and registered agent, sales tax outside Amazon's collection, insurance and accounting. No law requires a US trademark to sell on Amazon, but Amazon recommends Brand Registry before you list (Amazon).
Wrap-up
Many brands make the LLC their first US decision. The brand's stage matters more.
The question is not "Should we form a US company?" It is "What stage is our brand at in the US?"
LinkONE helps brands entering the US decide when a US entity makes sense and set up the Amazon, TikTok Shop and logistics operations around it.
In the end, a US LLC is a means, not a goal. Decide when you need it and why before you form it.
Frequently Asked Questions
Do I need an LLC to sell on Amazon as a foreign seller?
No. As of October 2026, Amazon accepts sellers resident in the countries on its list, including South Korea, with an internationally chargeable credit card, a bank account, a phone number and tax information (Amazon). Non-US sellers give a W-8BEN. Proceeds can go to a home-country bank through the Amazon Currency Converter.
Does Amazon require an EIN from a foreign seller?
No. Amazon's registration page asks for tax information on a W-9 or W-8BEN and does not name an EIN (Amazon). A US LLC needs its own EIN. A foreign owner with no SSN or ITIN applies by phone, fax or mail and enters "foreign" on line 7b of Form SS-4 (IRS).
Does a foreign-owned LLC have to file Form 5472?
Usually yes. A single-member LLC owned by a foreign person files Form 5472 with a pro forma Form 1120 by the 1120 due date, which Form 7004 extends by six months, and the penalty for not filing is $25,000 (IRS). The instructions list an exception for years with no reportable transactions of the listed types. Have a US CPA decide whether it applies to you.
How much does an LLC cost in Delaware, Wyoming and California?
As of October 2026, a Delaware LLC costs $110 to form and $400 a year (Delaware), and a Wyoming LLC costs $100 to form and at least $60 a year (Wyoming). A California LLC costs $70 to form, $20 for the Statement of Information and $800 a year including the first year (FTB), so $890 in year one. Registered agent fees come on top.
Does a US LLC have to report its owners to FinCEN?
No. Under FinCEN's current rule, US companies are exempt from beneficial ownership information (BOI) reporting (FinCEN). A company formed abroad that registers to do business in a US state must report its non-US beneficial owners within 30 calendar days after notice that its registration is effective (FinCEN).
Sources
- Instructions for Form 5472 (IRS)
- Registration requirements by store (Amazon Seller Central)
- Limited liability company (California Franchise Tax Board)
- Beneficial Ownership Information Reporting (FinCEN)
Fees and rules in this post are as of October 2026.
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