US LLC Terms Explained: EIN, Operating Agreement, Registered Agent and More
Plain-English definitions of the US LLC terms foreign founders meet on forms and provider applications, grouped by stage: articles of organization, member, registered agent, operating agreement, EIN, SS-4, responsible party, disregarded entity, Form 5472, annual report, good standing and DBA.
The words on US LLC forms and provider applications come from three places: state law, which creates the company; the IRS, which gives it a tax identity; and the bank or payment provider deciding whether to work with it. Most of the vocabulary gets easier once you know which of them is asking.
This glossary groups the terms by when you meet them: forming the company, getting a tax identity, and running it. Each entry gives the meaning, why it matters and where to read more. For what each document does and who issues it, see US LLC documents explained.
Quick summary
- The formation document, usually called articles of organization or a certificate of formation depending on the state, creates the LLC. The operating agreement is the members' own agreement about how the company is run.
- The EIN is the company's federal tax number. You apply on Form SS-4, which names a responsible party: a real individual, not a company or a nominee.
- "Disregarded entity" is a federal tax classification. The company is still an LLC under state law, and a single foreign owner can still have a Form 5472 filing.
- An annual report and good standing are state matters, and the rules differ by state. As of November 2026, an LLC formed in a US state files no BOI report with FinCEN, whoever owns it.
- "Foreign" changes meaning depending on whether a state, FinCEN or the IRS is using it.
Forming the company
These terms come from state law, so the exact wording and rules depend on the state where you form.
LLC (limited liability company)
A business structure created under state statute, with rules that vary by state (IRS). The SBA describes it as protecting your personal assets from the company's debts and lawsuits in most cases, so the protection is real but not absolute (SBA).
Why it matters: "LLC" names the legal form, not the tax treatment. The same LLC can be classified differently for federal tax, as LLC vs S Corp vs C Corp explains.
Member
An owner of an LLC. Owners are members rather than shareholders or partners (New York Department of State). Most states do not restrict ownership, so members can include individuals, corporations, other LLCs and foreign entities (IRS).
Why it matters: The number of members sets the default federal tax classification, covered under disregarded entity below. Ownership may also be missing from the public filing: Wyoming's articles form, for example, has no field for members (Wyoming Secretary of State). Can a non-US resident open a US LLC? covers owning one from abroad.
Manager, member-managed and manager-managed
In Delaware, a manager is a person named or designated as manager under the LLC's agreement (Delaware Code, § 18-101). Management sits with the members unless the agreement says otherwise, which is what "member-managed" describes, and an agreement that gives management to a manager makes the company "manager-managed" (Delaware Code, § 18-402). Other states set their own rules.
Why it matters: The label answers who runs the company, which is a different question from who owns it. State rules differ, so keep your answers on forms consistent with your operating agreement and your state's law.
Organizer
The person or company that signs and files the formation document. New York says any person or business entity can be an organizer, and that an organizer need not be a member (New York Department of State). Delaware's statute has an "authorized person" sign instead (Delaware Code, § 18-201).
Why it matters: The signature on a formation document is not an ownership record. A formation service that signs as organizer does not become an owner by doing so. The documents guide sets out who does what in the filing.
Articles of organization and certificate of formation
Two common names for the state filing that creates the LLC. Pennsylvania uses a third, certificate of organization (Pennsylvania Department of State). Wyoming and New York use articles of organization (Wyoming Secretary of State; New York Department of State). Delaware uses certificate of formation, and the company is formed when it is filed or at a later time stated in it (Delaware Code, § 18-201).
Why it matters: If a form asks for one and your state issued the other, it is asking for the same record. The legal name on it is the name to use on later applications. The documents guide covers what the filed document contains.
Registered agent and registered office
A registered agent receives official papers and legal documents for the company and must be located in the state where you register (SBA). The registered office is the agent's address there. Wyoming requires a street address in the state, excludes PO boxes, drop boxes and virtual addresses, and requires businesses to keep an agent continuously (Wyoming Secretary of State).
Why it matters: A home address abroad cannot fill this role, so a founder outside the state needs an agent inside it. What is a registered agent? goes further, and registered agent vs virtual address vs business address explains why this address does not answer a question about where the business operates.
Principal office and mailing address
Two more address fields on state forms. The principal office is the address recorded as the company's main office, and the mailing address is where it receives post. Wyoming's articles form asks for each one separately from the agent's physical address (Wyoming Secretary of State).
Why it matters: Each field asks a different question, so the answers can differ. Do you need a US address to start an LLC from abroad? goes through them for founders outside the US.
Operating agreement
The members' agreement about how the LLC is run. Delaware's statute covers any such agreement under the name limited liability company agreement, whether it is written, oral or implied (Delaware Code, § 18-101). New York requires a written one and describes it as an internal document that is not filed with the state (New York Department of State).
Why it matters: Where the filed document does not show owners, this is a common place to record them. Whether you must have one depends on your state. The documents guide covers what it contains and when a provider asks for it.
Getting a tax identity
These terms are federal, so they do not change with your formation state.
EIN (employer identification number)
A 9-digit federal tax number for businesses and other entities, issued by the IRS at no charge (IRS Form SS-4 instructions; IRS). The IRS says most new single-member LLCs classified as disregarded entities will need one (IRS).
Why it matters: The EIN identifies the company, not you. Providers check it: Stripe lists the EIN among the details it verifies for a US account, and Shopify Payments accepts IRS documents such as Notice CP575 as confirmation (Stripe; Shopify). Having an EIN does not guarantee approval; that decision stays with the provider.
Form SS-4
The IRS form used to apply for an EIN (IRS). An applicant whose principal place of business is outside the US cannot use the online application and applies by phone, fax or mail (IRS).
Why it matters: Several terms in this glossary first appear on this form, including trade name, mailing address and responsible party. Applying for an EIN without an SSN covers how to complete it from abroad.
Responsible party
For the IRS, the individual who ultimately owns or controls the entity or exercises ultimate effective control over it. Except for government entities, it must be a natural person, not a company (IRS Form SS-4 instructions).
Why it matters: A responsible party who has no SSN or ITIN and is not eligible for one enters "foreign" or N/A on line 7b (IRS Form SS-4 instructions). The IRS says nominees, people with limited authority during formation and little control over assets, should not be listed. A change of responsible party is reported on Form 8822-B within 60 days (IRS).
Third-party designee
Someone you authorize on Form SS-4 to receive the EIN and answer questions about the application. The authority ends when the EIN is assigned and released to the designee, and the signature section must be completed for it to be valid (IRS Form SS-4 instructions).
Why it matters: This is the line that lets someone else deal with the IRS on your application. It gives them no ownership or control, and it does not replace naming the responsible party.
SSN and ITIN
Tax numbers for individuals. An SSN is a Social Security number. An ITIN is a 9-digit number the IRS issues for federal tax purposes to people who need a US taxpayer number but cannot get an SSN. It does not authorize work or change immigration status, and you apply on Form W-7, normally with a tax return (IRS).
Why it matters: An EIN does not replace these, because it identifies the company, not an individual. Stripe lists an SSN or ITIN among the details it verifies for a US account, so read the requirements of the provider you plan to use (Stripe).
Disregarded entity
The default federal income tax treatment of an LLC with one member. The IRS treats the LLC as disregarded as separate from its owner, and its activity belongs on the owner's federal return, unless it elects to be treated as a corporation (IRS). An LLC with two or more members is classified as a partnership by default (IRS). "Pass-through" is the related phrase you will see: profits and losses pass to the owners rather than being taxed at company level (SBA).
Why it matters: This is a tax label only. The company remains an LLC under state law, and the IRS still treats it as separate for employment tax and certain excise taxes (IRS). It also does not mean nothing is owed or filed: see Form 5472 below. Whether you personally owe US income tax is a separate question for a tax professional.
Foreign person and nonresident alien
Two IRS status labels. For Form 5472, a foreign person includes an individual who is not a US citizen or resident, and a company not created or organized in the US (IRS Form 5472 instructions). A nonresident alien is an individual who is not a US citizen or national and has not passed the green card test or the substantial presence test (IRS).
Why it matters: Both turn on tax status, not on your address. A US citizen living in Cairo is neither. They decide whether Form 5472 applies to a single-owner LLC and who can hold S corporation shares.
Tax elections: Form 8832 and S corporation status
An election changes how an LLC is classified for federal tax. Form 8832 lets an eligible entity choose classification as a corporation, a partnership or a disregarded entity (IRS). S corporation status is elected on Form 2553, and an S corporation's shareholders cannot be nonresident aliens (IRS).
Why it matters: An election changes the tax treatment, not the legal form. A founder who is a nonresident alien cannot use the S corporation route. LLC vs S Corp vs C Corp compares the options.
Form 5472
An IRS information return. A US disregarded entity wholly owned by one foreign person is treated as a corporation for this limited purpose. In any year with a reportable transaction, it files Form 5472 attached to a pro forma Form 1120, a Form 1120 marked "Foreign-owned U.S. DE" that acts as the carrier for the filing. A US corporation that is at least 25% foreign owned also files the form in a year with a reportable transaction. Reportable transactions include contributions to and distributions from the LLC, and amounts paid or received in connection with its formation (IRS Form 5472 instructions).
Why it matters: The test is the transaction, not profit, so money you put into the LLC counts. The penalty for failing to file is $25,000, and more can accrue after an IRS notice (IRS Form 5472 instructions). Form 5472 for a foreign-owned US LLC covers the deadline and how to file.
Running the company
These terms come mostly from the state, with one federal report and the provider's own checks at the end.
Annual report
A recurring state filing that keeps the company current on the state's records, often with a fee or tax. The term does not mean the same thing everywhere. As of November 2026, a Wyoming LLC files a report and pays a license tax of at least $60, due on the first day of its formation anniversary month (Wyoming Secretary of State). A Delaware LLC files no annual report and pays a $400 annual tax for the prior year, due on or before 1 June (Delaware Division of Corporations).
Why it matters: This is a state duty, separate from anything you file with the IRS. The Wyoming annual report guide gives the details for that state, and the annual compliance calendar sets it beside the federal duties.
Good standing and certificate of good standing
Good standing means the state's records show the company has kept up with its required filings and fees. Wyoming ties it to filing the annual report and paying the fee (Wyoming Secretary of State). A certificate is the state's official statement of that status. Delaware's short form shows the entity's name and status when the certificate is issued (Delaware Division of Corporations).
Why it matters: You may be asked for one. Many states require a certificate from your formation state when you register in theirs (SBA). It reflects a single date, and the documents guide covers what it does and does not evidence.
Administrative dissolution
The state dissolving a company because of a missed requirement, rather than because the owners chose to close it. In Wyoming, this follows if the annual report is not filed within 60 days after its due date. A company dissolved within the past two years with no other delinquencies can file for reinstatement online or by mail (Wyoming Secretary of State).
Why it matters: A founder abroad can miss a notice. Wyoming sends reminders by email 60, 30 and 10 days before the due date, so keep the email address on the state's record current (Wyoming Secretary of State).
DBA (doing business as)
A name the company operates under that differs from its legal name, also called a trade name, fictitious name or assumed name (SBA). Georgia and Pennsylvania guidance says it does not create a separate legal entity (Georgia.gov; Pennsylvania Department of State). An illustrative example: a company registered as Example Holdings LLC that sells as Example Studio.
Why it matters: The rules vary. The SBA says most states require registration if you use one, while Wyoming says registering is not mandatory (SBA; Wyoming Secretary of State). Registering does not give the name legal protection by itself. Keep the legal name wherever a form asks for it; Form SS-4 has a separate line for the trade name (IRS Form SS-4 instructions). US business banking terms covers DBAs on bank applications.
Foreign LLC and foreign qualification
In state filings, a foreign LLC is one formed somewhere other than that state (Delaware Code, § 18-101). Foreign qualification is registering in another state where the business is active, by filing with that state. The SBA calls the filing a Certificate of Authority, and many states also require a certificate of good standing from the formation state (SBA). Delaware calls it an application for registration.
Why it matters: Here "foreign" can simply mean another US state, not another country. Whether you need to qualify depends on that state's rules and where the business is active. Wyoming, for example, lists a $5,000 penalty plus fees, taxes and interest for operating without authority (Wyoming Secretary of State).
Beneficial owner and BOI report
Under FinCEN's rule, a beneficial owner is an individual who, directly or indirectly, exercises substantial control over a reporting company or owns or controls at least 25% of its ownership interests (FinCEN FAQs). A BOI (beneficial ownership information) report is the filing that identifies them to FinCEN, the US Treasury's Financial Crimes Enforcement Network.
Why it matters: As of November 2026, an LLC formed in a US state files no BOI report, whoever owns it. FinCEN exempts US companies and limits "reporting company" to entities formed under the law of a foreign country and registered to do business in a US state or Tribal jurisdiction (FinCEN; FinCEN final rule, 14 August 2026). BOI reporting in 2026 covers who still reports, the FinCEN ID duty that can still reach a non-US founder and how to spot BOI scams. Providers still ask about owners under their own rules: Shopify Payments, for example, asks a private multi-member US LLC to list other people who own 25% or more (Shopify).
Terms that are easy to mix up
Who does what
Several of these labels describe a person, and they answer different questions.
| Term | The question it answers | Whose rule |
|---|---|---|
| Organizer | Who signed and filed the formation document? | State |
| Member | Who owns the LLC? | State law and the operating agreement |
| Manager | Who runs it, if the company is manager-managed? | State law and the company's own documents |
| Registered agent | Who receives legal papers in the state? | State |
| Responsible party | Who ultimately owns or controls it, for the EIN? | IRS |
| Third-party designee | Who may receive the EIN and answer questions on the application? | IRS |
| Beneficial owner | Who ultimately owns or controls it, for an ownership check? | FinCEN's rule, or each provider's own criteria |
One founder can hold several of these labels. A company that signs as organizer or serves as registered agent does not become an owner or the responsible party by doing so.
What "foreign" means
| Who is using the word | What "foreign" means | Illustrative example |
|---|---|---|
| A state | Formed outside that state | A Wyoming LLC registered in Texas is foreign in Texas |
| FinCEN | Formed under the law of another country | A company formed in Egypt and registered in a US state |
| The IRS, for Form 5472 | Not a US citizen or resident, or not created or organized in the US | The owner of a Wyoming LLC who is neither a US citizen nor a US resident |
So a Wyoming LLC wholly owned by one foreign person is domestic in Wyoming, a US company for FinCEN, and a foreign-owned US disregarded entity for Form 5472, unless it has elected otherwise.
Next steps
- If a form is in front of you: find the term above and note whether the state, the IRS or a provider is asking. Answer that authority's question using the matching record.
- If you have not formed yet: Wyoming, Delaware and New Mexico compared covers the state decision, which sets several of the rules above.
- If you are preparing a bank application: how to prepare your US LLC documents for a business bank account covers the file, and US business banking terms continues this vocabulary on the banking side. Approval stays with the bank or provider.
- If you have already formed: put your state and federal dates in a calendar using the annual compliance calendar.
Foundlie's US formation service covers LLC formation in the state you choose, a registered agent for year 1, the EIN application and follow-up with the IRS, an Operating Agreement, and your formation documents through a private portal. Annual reports, US tax returns and bookkeeping are not included. The pricing page lists the current options, and you can contact us if a term on a form is unclear.
This article provides general educational information and is not legal, tax or banking advice. State rules, IRS procedures and provider policies change; check the current source or consult a qualified professional for your situation.