Form a US LLC from New Zealand

As a non-resident without a US SSN or ITIN, you apply for an EIN via Form SS-4 by fax, listing 'Foreign' as your responsible party's identification type. Fax processing typically takes 4-7 business days once the IRS confirms receipt -- New Zealand's time zone (12-13 hours ahead of US Eastern time, depending on daylight saving) means it's worth submitting early in your day so any IRS follow-up during US business hours doesn't sit unanswered overnight on your end.

Mercury and Relay both accept New Zealand applicants post-EIN, with no US visit required. New Zealand has no exchange controls and the NZD floats freely, so moving money between New Zealand and your US LLC carries no regulatory friction -- the main practical consideration is currency conversion cost, where most founders use Wise for operating expenses rather than a traditional NZ bank's international transfer fees, which tend to run higher on cross-Pacific transfers specifically.

Delaware is the more common choice for New Zealand founders specifically because it's the jurisdiction US VCs default to expecting, and if there's any real chance you'll raise a US-led round, starting in Delaware avoids a costly conversion later. Wyoming remains a solid choice for Kiwi founders running e-commerce brands, agencies, or SaaS products with no fundraising ambitions -- $60/year, no franchise tax, and no requirement to match Delaware's formality if you don't need US institutional capital.

Wyoming's annual report and $60 fee are due by the first day of your formation anniversary month; Delaware's franchise tax (up to $400 under 2026 rates) is due every June 1. Form 5472 and the pro-forma 1120 are due April 15, with an automatic extension to October 15 via Form 7004. New Zealand's own tax year runs April to March, which doesn't align with the US calendar-year filing deadlines -- worth flagging to your NZ accountant so LLC-related income lands in the correct NZ filing period rather than getting confused with the US April 15 deadline.

The US-New Zealand income tax treaty has been in force since the early 1980s, updated by a 2010 protocol that reduced withholding rates and modernized information-exchange provisions. For a disregarded single-member LLC with a non-resident owner, Form 5472 and a pro-forma Form 1120 are required annually regardless of treaty status or income level, with the standard $25,000 minimum penalty for missing it. The treaty becomes more directly relevant if you convert to a C-Corp and start paying dividends to New Zealand shareholders, at which point treaty-reduced withholding rates apply -- worth planning that conversion with a cross-border tax advisor rather than defaulting into it mid-fundraise.

New Zealand has produced a disproportionate number of genuinely global tech companies for a country of five million people, and a recognizable pattern shows up again and again: the company starts as a New Zealand entity, grows past what the local capital market can fund, and ends up restructuring around a US (usually Delaware) entity specifically to access US venture capital, which still supplies the overwhelming majority of large tech funding rounds globally. Doing this early -- forming the US LLC (or planning the eventual C-Corp conversion) before you actually need US investment -- is cheaper and cleaner than restructuring under pressure during a funding round, which is when most of these conversions historically happened and where NZ founders report losing weeks to legal cleanup that could have been avoided.