US LLC for Amazon Sellers Outside the United States
Published 3 September 2026 · Reviewed by Ashfaq Khattak, US Tax Consultant
A non-US Amazon seller needs a US LLC and an EIN to sell on Amazon.com as a US entity, and needs to understand one thing no generic formation guide mentions: your inventory sitting in an Amazon fulfilment centre is a physical presence in that state. Form in Wyoming and store stock in a Californian warehouse and California can treat you as doing business there — which is a minimum $800 a year, whatever your Wyoming paperwork says.
That single fact is why FBA sellers get compliance bills that dropshippers never see, and why "just form in Wyoming" is incomplete advice for anyone shipping physical goods.
What Amazon actually requires
- A legal entity name and address matching your Seller Central registration. A mismatch between your LLC name and your Amazon account is a common suspension trigger.
- A tax identification number. For a US LLC that is the EIN, which you can get with no SSN.
- A US bank account in the company’s name to receive disbursements, or a supported alternative in your country.
- A W-9 or W-8BEN-E, depending on how your entity is classified. Amazon asks for this in the tax interview and getting it wrong causes withholding.
Amazon does not require you to be a US resident, and it does not require a US LLC — you can sell as a foreign individual. The reasons to form one are payment processing, liability, and the fact that a US entity is treated differently in supplier and wholesale relationships.
The inventory problem, which is the whole point of this page
State tax nexus follows physical presence, and inventory is physical presence. When Amazon distributes your stock across its network — which it does automatically, without asking you — your goods can end up in a dozen states.
What follows from that:
- Sales tax. Marketplace facilitator laws now make Amazon collect and remit sales tax on marketplace sales in essentially every state that has one. This is the part that has got much simpler; do not let anyone sell you a fifty-state sales tax registration you no longer need for marketplace sales.
- Income and franchise tax nexus. This did not get simpler. Inventory in a state can create an obligation to register there and file, entirely separately from sales tax.
- California in particular. Its minimum franchise tax is $800 a year and it applies to an out-of-state LLC doing business in California. Inventory in a Californian fulfilment centre is the textbook case. See our California page.
If you sell your own goods off your own site and never hold stock in the US, none of this reaches you. If you use FBA, it does, and the answer is to know where your inventory is rather than to hope nobody asks.
Which state, for a seller
| If you… | Form in | Because |
|---|---|---|
| Dropship, no US inventory | Wyoming | Lowest upkeep, owners not public, no nexus from stock you do not hold |
| Use FBA | Wyoming, and track where stock goes | Formation state does not control nexus; inventory does |
| Use a 3PL in one state | That state, or Wyoming plus foreign registration there | You have a real presence in one place — pick deliberately |
| Hold stock in California | Budget the $800 either way | California reaches out-of-state LLCs doing business there |
Your federal filings as a seller
- Single foreign owner: pro-forma Form 1120 with Form 5472 attached, every year, whether or not you sold anything. The penalty starts at $25,000.
- Two or more members: Form 1065 with a Schedule K-1 each.
- Effectively connected income. Whether your Amazon profit is US-taxable turns on whether you are engaged in a US trade or business. Holding inventory in the US and selling from it is a materially different position from shipping from abroad, and it is worth getting an answer specific to you rather than a forum consensus.
What we do for sellers
- Ask where your inventory will be before we pick a state, because that is what decides it.
- Form the LLC with a name that will match Seller Central exactly.
- EIN from the IRS, no SSN required.
- Operating agreement in the form banks and payment processors ask for.
- BOI report with FinCEN.
- Guidance on the Amazon tax interview, so the right form goes in and you are not withheld against.
- Annual filings: state report, Form 5472 or 1065, and a review of where your stock ended up.
Frequently asked questions
Do I need a US LLC to sell on Amazon.com?
No, you can sell as a foreign individual. Sellers form a US LLC for payment processing, liability separation and supplier relationships, not because Amazon requires it. What Amazon does require is an entity name matching your Seller Central registration and a taxpayer identification number.
Does FBA inventory create tax obligations in a state?
It can. State tax nexus follows physical presence, and inventory is physical presence. Amazon distributes your stock across its network automatically, so goods can end up in states you never chose — creating registration and filing obligations separate from sales tax.
Does forming in Wyoming avoid California’s $800 tax?
Not if you hold inventory in a Californian fulfilment centre. California can treat an out-of-state LLC as doing business in California on that basis, and the $800 minimum franchise tax applies. The formation state does not control nexus; where your inventory sits does.
Do I still handle sales tax on Amazon sales?
Marketplace facilitator laws now make Amazon collect and remit sales tax on marketplace sales in essentially every state that has one. That part got simpler. Income and franchise tax nexus from inventory did not.
Official sources
Rules, forms and fees on this page come from the following official sources, each checked on 2026-09-03. Government fees and deadlines change; confirm the current figure on the agency's own page before you file.