US Company Formation from Nigeria (2026): LLC or Delaware C-Corp, No US Tax Treaty, the Nigeria Tax Act 2025, Costs and Banking
Forming a US LLC or corporation from Nigeria: no US–Nigeria tax treaty, the Nigeria Tax Act 2025 and worldwide income, costs, documents, banking and Stripe.
Nigeria has Africa's largest startup ecosystem and a huge community of developers, designers, creators and online sellers serving clients abroad. Lagos startups regularly raise from US investors through Delaware companies, and freelancers use US LLCs to get paid in dollars and use US payment platforms.
The US side is the same for everyone and fully remote. On the Nigerian side, the Nigeria Tax Act 2025, in force from 1 January 2026, confirms that Nigerian tax residents are taxed on worldwide income, and there is no income tax treaty between the USA and Nigeria. This guide explains how US company formation from Nigeria works.
Short answer: a Nigerian resident can own 100% of a US LLC or corporation, formed remotely without a US visit or SSN. With UCB, a Wyoming LLC with EIN is $249 all-in, or $348 with a US business bank account application; a Delaware corporation with EIN is $308. With no US–Nigeria tax treaty, US corporate dividends to a Nigerian owner face 30% withholding, so freelancers and agencies usually use a US LLC, while startups raising from US investors use a Delaware C-Corporation. A single-member LLC run entirely from Nigeria usually owes no US income tax but files Form 5472 every year. Under the Nigeria Tax Act 2025, Nigerian residents are taxed on worldwide income, so confirm the Nigerian side with an adviser.
Can a resident of Nigeria own a US company?
Yes. US states place no restriction on the nationality or residence of owners. Nigerian citizens and residents of Nigeria can own 100% of a US LLC or corporation, be its only manager or director, and form it entirely remotely, with no US visa, Social Security number or US address. Every US company needs a registered agent in its state, included for the first year in every UCB formation. See registered agent explained.
Why founders in Nigeria form a US company
- Getting paid by US clients in dollars, by ACH or wire, into a US account. See receiving payments from US clients.
- US payment platforms with their full features, such as Stripe. See Stripe for non-residents.
- Amazon.com and US marketplaces. See US LLC for e-commerce sellers.
- US investors, who invest in Delaware corporations. See raising US investment as a foreign founder.
- Delaware for startups. Accelerators and US investors backing Nigerian startups usually require a Delaware parent above the Nigerian company.
The tax picture for residents of Nigeria
No US–Nigeria tax treaty
The USA has no income tax treaty with Nigeria. Dividends from a US corporation to a shareholder resident in Nigeria are withheld at the full 30%, whether business profits are taxed in the USA depends only on US domestic rules, and a W-8BEN from a resident of Nigeria cannot claim treaty benefits. See W-8BEN-E vs W-8BEN explained.
On the US side: LLC or corporation?
| US LLC (single-member) | US C-Corporation | |
|---|---|---|
| US federal tax if all work is done from Nigeria | Usually none | 21% of profits |
| US tax when profits are paid to the owner | None (not a dividend) | 30% withholding (no treaty) |
| Yearly federal filing | Form 5472 + pro forma 1120 | Form 1120 + Form 5472 |
| Investors | Most will not invest | Standard (Delaware) |
A single-member US LLC owned by a non-resident is ignored for US income tax. If you do all the work from Nigeria, with no US office, employees or dependent agents, the income is usually not effectively connected with a US trade or business, and no US federal income tax is due. The LLC still files Form 5472 with a pro forma Form 1120 every year, and missing it costs $25,000. A C-Corporation pays 21% on its profits wherever its people work, which suits startups raising US investment and businesses reinvesting in the USA. See effectively connected income explained, Form 5472 explained and LLC vs Inc for non-residents.
Without a treaty, the combination of 21% corporate tax and 30% dividend withholding makes a C-Corporation expensive for an owner who takes profits out regularly, so a US LLC usually suits freelancers, agencies, developers and e-commerce sellers. Startups raising from US investors still use a Delaware C-Corporation, because investors require it and profits are reinvested.
The Nigerian side
Points for your Nigerian tax adviser:
- Worldwide income. Under the Nigeria Tax Act 2025, effective 1 January 2026, Nigerian tax residents are taxed on worldwide income, and residence depends on domicile, habitual abode, family and economic ties, or 183 days of presence. Ask how your US company's profits are taxed and when.
- No treaty. There is no US–Nigeria income tax treaty, so relief for any US tax depends on Nigerian domestic rules.
- Foreign exchange. Moving money between Nigeria and the USA goes through Nigerian banks under Central Bank of Nigeria rules; keep invoices and company records ready.
- Delaware parent structures for startups involve Nigerian company law and exchange rules; lawyers handle the structure.
We handle the US side; your Nigerian adviser confirms the Nigerian side.
Which US state?
- Wyoming: the usual choice for freelancers, agencies and online businesses run from abroad, with low yearly costs and owners' names kept off the formation filing. See Wyoming LLC for non-residents.
- New Mexico: no annual report at all. See New Mexico LLC for non-residents.
- Delaware: for a corporation that will raise from US investors. See Delaware LLC for non-residents.
- Florida, Texas or New York: when the business will have an office, warehouse, staff or property there. See Florida, Texas and New York.
Try our state selector or read best state for non-residents.
What it costs
| With UCB | |
|---|---|
| Wyoming LLC with EIN, all-in | $249 |
| Wyoming LLC with EIN and US bank account application | $348 |
| Delaware corporation with EIN, all-in | $308 |
| Keeping a Wyoming LLC active each year | $121 |
| Keeping it active plus the yearly federal return | $421 |
| US business address add-on (own suite number) | $60 a year |
State fees and the first-year registered agent are included in our formation prices, with nothing added for the state. See what a US LLC costs every year and the cost calculator.
Documents you need
| Document | Notes |
|---|---|
| Passport | Valid passport, clear colour scan |
| National Identification Number (NIN) slip or card | Sometimes requested by banks |
| Proof of address | A recent utility bill or bank statement in your name |
| Company name and business description | Two or three names; a specific description of what the company does |
| Home company documents | Only if your company at home will own the US company |
No SSN, ITIN or US address is needed to form the company or obtain its EIN. See EIN for non-residents.
Banking and payments
US banks and fintechs accept applications from residents of Nigeria, but review them carefully. A specific business description, a working website, consistent details across the state record, EIN letter and application, and a US business address with your own suite number all help. Banks may ask for your NIN and a recent proof of address. Some US fintechs restrict applicants from certain countries; we tell you which providers currently accept Nigerian residents.
See US business bank accounts for non-residents, why banks reject non-resident applications and Stripe for non-residents.
Worked examples
These are illustrative examples, not client cases.
Example 1: the Lagos product designer. A freelance designer with US clients forms a Wyoming LLC with a US bank account. The LLC usually owes no US income tax and files Form 5472 each year; under Nigerian rules the designer, as a resident, reports worldwide income.
Example 2: the funded startup. An Abuja fintech accepted by a US accelerator forms a Delaware C-Corporation above its Nigerian company, with lawyers in both countries handling the structure, and takes US regulatory advice before offering financial services in the USA.
Example 3: the creator. A Nigerian YouTuber with US audiences forms a US LLC to receive platform payouts in dollars. See US LLC for content creators.
Common mistakes
- Choosing a C-Corporation for a services business and paying 21% plus 30% on dividends.
- Claiming treaty benefits; there is no US–Nigeria treaty.
- Assuming foreign income is outside Nigerian tax for a Nigerian resident.
- Ignoring Form 5472 because the LLC owes no US tax.
- Using the registered agent's address as the business address on bank applications.
Frequently asked questions
Is there a US–Nigeria tax treaty? No. US withholding on dividends to Nigerian residents is 30%.
Does a US LLC owned from Nigeria pay US tax? Usually not, if all the work is done from Nigeria with no US office, staff or agents. It files Form 5472 every year.
Can I form a US company from Nigeria without visiting the USA? Yes. Formation, the EIN and bank applications are all done remotely. See open a US company without visiting.
Do I need an ITIN? Usually not for a single-member LLC or its EIN. See what is an ITIN and who needs one.
How UCB helps founders in Nigeria
We form US LLCs and corporations for residents of Nigeria remotely, all-in: a Wyoming LLC with EIN is $249, and our formation, EIN and bank account package is $348. Each year we keep the company active and file its federal return through our US tax filing service, working alongside your Nigerian tax adviser, who confirms the Nigerian side. If an LLC or a corporation clearly suits your plans better, we will tell you which and why. See also forming a US company from abroad: country guide.
Building a business in Nigeria and need a US company? WhatsApp us at +91 8105 199 399 or email enquiries@ucbsolutions.com, and we will recommend the right structure and state for you.
Let our experts handle it for you
Every business is different. Message us with your country, business type and goals, and we will recommend the right structure, state and package. We do the work; you focus on your business.
This article is general information for non-resident business owners and is not legal or tax advice. Rules and fees change; contact us to confirm what applies to your situation.
