How to Register a Business in the USA
Companies all over the world seek to register their business in the USA each day. The process, however, can be daunting for companies unfamiliar with US agencies and requirements.
Recently, one of our Corporate Guides® had a client ask us how their business in Ecuador could register as a foreign entity in Wyoming—without the business owner ever having to set foot in the US. While the example below is specific to Ecuador and Wyoming, the process is generally similar for any existing overseas business hoping to register a business in the USA.
As a general rule, there are almost no restrictions on foreign ownership of a company registered in the United States, though certain types of businesses that deal in agriculture, nuclear power, airlines, and other industries will garner more legal scrutiny.
Besides those issues, the procedure for a foreign citizen, in this case from Ecuador, to register their business as a foreign entity in Wyoming mirrors the procedure for US-based companies trying to foreign qualify their business in Wyoming. There are some translation and authentication issues to work through, but overall the process is pretty straightforward.
Registering a Foreign Business as Foreign Entity in Wyoming
To register your Ecuadorian business as a foreign entity in Wyoming, follow these steps:
- Hire a Registered Agent
In order to register your business in Wyoming, you’ll need to hire a Wyoming Registered Agent. Your registered agent is responsible for receiving state mail and legal notices at their address in Wyoming. When you hire Northwest to act as your registered agent, we let you use our well regarded business address on state registration documents, free of charge. Hiring Northwest and using our business address will help you gain a foothold in state, without ever having to set foot in Wyoming. Even better, our Corporate Guides® can walk you through this process, and all of the forms you’ll need to register your business will be accessible through your online account.
- Obtain a Certificate of Good Standing
The Wyoming Secretary of State needs evidence that your Ecuador-based business is properly registered, and in good standing with its home jurisdiction. Has your business paid its taxes, and are you current with all required filings, fees, and penalties? Wyoming is not just going to take your word for it, which means you’ll need to get your hands on an authenticated certificate from the Ecuadorian government.This means that your first step is going to involve obtaining a Certificate of Good Standing (sometimes called Certificate of Existence) from Ecuador’s Superintendent of Companies (Superintendencia de Compañías). Your Ecuadorian Certificate of Good Standing must be in English, or accompanied by a certified English translation of the certificate. None of the documents can be more than 60 days old, or Wyoming’s Secretary of State will not accept them.Before you proceed any further, you will need to get your Certificate of Good Standing authenticated. If you were simply foreign qualifying your business from one US state to Wyoming, you wouldn’t have to deal with apostille certification, but in this case, coming from Ecuador, you will have the added wrinkle of certifying your documents internationally.
- Get an Apostille
An apostille is a form of authentication, kind of like an international notary, issued to documents for use in countries that participate in the Hague Convention. The Hague Convention of 1961 established a way for nations to verify public documents in an efficient manner. Both the US and Ecuador are members of the the Hague Convention, which means that any document issued in Ecuador, in this case your Certificate of Good Standing, and intended for the US must be certified by an apostille stamp, which will support the Ecuadorian document’s validity in the US and vice versa.
- Complete the Application for Certificate of Authority
Wyoming requires companies coming from outside its borders, either another state, or in this case another country, to register with the Wyoming Secretary of State. In order to register you’ll need to fill out a Wyoming Certificate of Authority. Obtaining and successfully completing a Certificate of Authority is really where the rubber meets the road with regards to you and your business being able to legally conduct business in Wyoming.The beauty of hiring us as your registered agent is that you can access the Certificate of Authority in your online account. Simply print it out and fill out all of the necessary information.
- Mail Your Authenticated Documents
Now that you have a completed Certificate of Authority, attach your apostille/Certificate of Good Standing and your signed registered agent consent form, along with one photocopy of all your documents, and a check for $100 payable to “Wyoming Secretary of State.” Send all materials to:
Wyoming Secretary of State
Herschler Building East
122 W 25th St
Suites 100 and 101
Cheyenne, WY 82002
If all of this seems like a bit much, Northwest Registered Agent can register your foreign entity in Wyoming for you. We charge $400 all in and include a year of registered agent service. Our Corporate Guides® are happy to walk you through the process. We can have your LLC or corporation registered and ready to do business in Wyoming in 10 business days total.
Need an apostille for your Wyoming docs (maybe to show your business partners or to open a bank account)? We can help you there too, getting you an Apostille Certificate from the Wyoming Secretary Of State. And if you haven’t formed your business yet—and just want to form your business in the US from overseas—we have packages for that as well on our How to Do Business in the USA page.
Thanks to Our Corporate Guides®
At Northwest Registered Agent, our Corporate Guides® strive to help businesses of all sizes handle all manner of state registrations. Our online sign-up is quick easy, and we offer the best, most comprehensive registered agent service in Wyoming—and throughout the USA.