Dropshipping formation

No US warehouse changes the numbers. Here is how.

A dropshipper with no US inventory has a genuinely different tax and nexus profile than an Amazon FBA seller or a business with a US warehouse. Wyoming is the usual answer for exactly this reason -- but no US warehouse does not mean no US obligations, and the details most guides skip are exactly where dropshippers get caught out.

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What's included

  • LLC or C-Corp formation, Wyoming by default and priced accordingly
  • EIN from the IRS, no SSN needed, for Stripe, Shopify Payments and supplier accounts
  • Registered agent and US business address included
  • Nexus orientation for a no-inventory model -- which states you might owe sales tax in, and which you almost certainly do not
  • Form 5472 filing support, required annually regardless of whether you have any US inventory at all
  • Guidance on resale certificates if you buy from US-based suppliers

What it costs

$297 /year

Plus your state's filing fee -- $149 for Wyoming, the state most no-inventory dropshippers choose. Other states available.

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What changes when you never touch the product

Marketplace sales and your own store are taxed differently

Sales through Amazon, Etsy or eBay are generally excluded from your own nexus calculation, because those marketplaces collect and remit sales tax as facilitators on your behalf. Sales through your own Shopify or independent store do not get that cover -- they count directly toward your economic nexus threshold in every state you ship to.

Wyoming's own threshold is $100,000, and the 200-transaction rule is gone

Since July 1 2024, Wyoming's economic nexus trigger is $100,000 in gross revenue delivered into the state, full stop -- the old 200-transaction count was repealed. Other states differ: California and Texas use a $500,000 threshold with no transaction count, while New York pairs $500,000 with a 100-transaction test. Forming in Wyoming does not mean Wyoming's threshold is the only one that matters -- it is whichever state your customer is in.

No US warehouse can mean no US federal income tax on profits, but Form 5472 still applies

If your business has no US employees, no US warehouse and no US fulfillment activity, and foreign suppliers ship directly to US customers, the income is often not Effectively Connected Income, meaning US federal income tax may not apply. Form 5472 is a separate, unconditional requirement tied to foreign ownership of the LLC itself -- it is due every year regardless of ECI status or whether you turned a profit.

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Everything else your US company needs

How this works. NameMarshal is not a law firm or an accountancy practice, and nothing on this page is legal or tax advice. Formation, EIN and registered agent are delivered through NameMarshal's formation network. Foreign-owned US LLCs generally have to file Form 5472 with a pro-forma Form 1120 every year, even with no income, and the penalty for missing it is steep. Ask us and we will point you at someone licensed to handle it.