Do I need an American director to set up a company in the US?
Usually not. States generally do not impose a residency test on directors, so a foreign founder can ordinarily sit on the board of a US company without a local appointment. The obstacle is elsewhere. A registered agent with a physical address in the incorporating state is a separate and standing requirement, the federal tax registration wants a named individual who genuinely controls the entity, and the bank will apply its own control and identification rules on top. Those three, not the board, are what typically stall a foreign-owned incorporation, so that is where the work starts.
What is a registered agent and do I really have to appoint one?
It is the person or firm with a physical address in the state of incorporation who receives official and legal documents for the company. The requirement stands for as long as the company does; it is not a formation formality that lapses once the entity exists. A foreign founder cannot satisfy it with an overseas address or a mail forwarding arrangement. Settle who the agent will be in the intended state before choosing the state, because the requirement is one of the few in this exercise that is genuinely unavoidable and it is priced and renewed annually.
Who should be named as the responsible party on the tax registration?
Federal tax registration asks for a responsible party, and that is a substantive answer about who controls the entity rather than a form-filling choice. It should be someone who genuinely exercises control and who is prepared to be identified as doing so, with identification documents to support it. Decide this before the registration is submitted, not while it is open on screen. The answer given here also tends to follow the company: banks read it, and an appointment made carelessly at registration is awkward to explain later when an account is being opened.
Can a US company open a bank account with only overseas directors?
Banks apply their own control and identification rules in addition to anything the state or the tax registration requires, and those rules vary between institutions. A structure that satisfies the state and the federal registration can still fail a bank's internal requirements, which is why the account should be treated as a design constraint at the outset rather than a final step. Establish what the intended bank actually requires before the entity is formed and the officers appointed, because unwinding an appointment to satisfy a bank is a good deal harder than making the right one first.
Will appointing a US director change where my company is treated as managed?
It can, and that is why the appointment is a tax decision and not only a corporate one. Where a company is managed is a question about who takes the decisions and from where, so putting real decision-making authority into an appointment in another country has consequences that reach well beyond the company register. Those consequences are worked out before anyone signs, not discovered afterwards. The point is not to avoid appointments but to know what each one does to the company's position, and to document how decisions are actually taken.
Which state's rules decide who can sit on my board?
The incorporating state does. It sets what officers and directors the company must have and who may serve, and those requirements differ from state to state, as does the registered agent obligation that sits alongside them. So the choice of state is not only about filing fees and franchise taxes; it also fixes the governance requirements you will live with. Map what the intended state actually requires of your entity before incorporating, rather than assuming a general rule you have read about elsewhere applies to it.
Do green card holders living abroad have to file US taxes?
Yes. A lawful permanent resident is a US tax resident, taxed on worldwide income, and that status does not end simply because you moved away — it ends when it is formally abandoned or administratively terminated. Two traps follow. Filing as a non-resident on a treaty claim can put the immigration status itself at risk. And ending the status after holding it long-term can bring you inside the expatriation regime. See giving up a green card.
What is the US exit tax and who actually pays it?
How much it is depends on your unrealised gains rather than on a rate, because it is the expatriation regime rather than a fee. A citizen who gives up citizenship, or a long-term permanent resident whose status ends, is tested against three conditions; meet any one and you are a covered expatriate, treated as having sold your worldwide assets the day before you left, with an exclusion for a slice of the resulting net gain — $890,000 for 2025. Deferred compensation, retirement accounts and interests in trusts are handled under separate rules rather than the deemed sale. Form 8854 reports it. See Form 8854.
