Amazon FBA LLC guide for international sellers: Wyoming vs Delaware
Thousands of international sellers launch Amazon FBA businesses through US LLCs every year. This guide covers which state to choose, how sales tax nexus works, how to get tax exemption certificates, and exactly what to do from LLC formation to your first sale.
Wyoming LLC. No state income tax, no franchise tax, $60/year total state cost, strong privacy, and wide acceptance. Delaware is excellent for venture-backed companies but unnecessarily expensive for e-commerce sellers.
Why Amazon FBA sellers need an LLC
You can technically sell on Amazon as an individual without an LLC, but doing so exposes you to significant risk and closes off important advantages:
Wyoming vs Delaware: the FBA seller's breakdown
| Factor | Wyoming LLC | Delaware LLC |
|---|---|---|
| State income tax | None | None (for non-residents) |
| Annual state fee | $60/year (flat) | $300/year minimum franchise tax |
| Formation cost | ~$100 | ~$90 |
| Member privacy | Very strong (members not on public record) | Moderate (managers disclosed) |
| Registered agent required | Yes (~$50–100/yr) | Yes (~$50–150/yr) |
| Best for FBA sellers | Yes — our top recommendation | Only if raising investment |
| Investor acceptance | Limited (VCs often prefer Delaware) | Excellent — VC/angel standard |
| 5-year total cost (approx) | ~$400–500 | ~$1,800–2,500 |
For the vast majority of international Amazon FBA sellers — especially those just starting out — Wyoming is the clear winner. Delaware's advantages are almost exclusively relevant to venture-funded companies, not product-based e-commerce businesses.
Sales tax nexus explained for FBA sellers
Sales tax nexus is the legal connection between your business and a US state that triggers a sales tax collection obligation. For Amazon FBA sellers, two types of nexus matter:
Physical nexus
Created when your inventory is stored in a state's Amazon fulfillment centre. If Amazon stores your products in California, Texas, New York, or any other state — even briefly — you have physical nexus there. This was a major concern before marketplace facilitator laws changed the landscape.
Economic nexus
Triggered when your sales into a state exceed a threshold — typically $100,000/year or 200 transactions. All 50 states plus Washington D.C. now have economic nexus laws following the 2018 South Dakota v. Wayfair Supreme Court ruling.
In 45+ states, Amazon is a Marketplace Facilitator — meaning Amazon collects and remits sales tax on your behalf. You don't need to register for a sales tax permit, file returns, or collect sales tax on Amazon sales in those states. The responsibility falls entirely on Amazon.
The remaining states (and any non-Amazon sales) are where you may still have obligations — consult a US tax professional if your revenue is significant.
Tax exemption (resale) certificates for FBA sellers
A resale certificate lets you buy inventory from US suppliers without paying sales tax at the point of purchase. Since you'll collect sales tax when you resell, you shouldn't pay it when you buy — that's what the certificate proves to the supplier.
How much can this save you?
Sales tax rates range from 4% to 10%+ depending on the state. On $50,000/year of inventory purchases from US suppliers, a resale certificate saves you:
To get a resale certificate, you typically need to:
From LLC to first sale: the complete roadmap
File Articles of Organization with the Wyoming Secretary of State. You'll need a registered agent with a Wyoming address. We handle this for you.
Fax Form SS-4 to the IRS. You need the EIN before you can open a bank account or register on Amazon as a business. We prepare and fax the SS-4 for you.
Apply for Mercury or Relay with your LLC documents and EIN. Once approved, you'll have a US bank account number and routing number for Amazon disbursements.
Go to sellercentral.amazon.com and create a Professional seller account. You'll need your LLC name, EIN, US bank account, passport, and credit card. Complete the tax interview using your EIN.
If you're sourcing from US wholesalers, register for sales tax permits in their states and obtain resale certificates. This step is optional if you're importing from overseas.
Create your product listings, generate FBA shipping plans, and ship inventory to Amazon's designated fulfillment centres. Amazon will allocate inventory across their network.
Your listings go live after Amazon receives and processes your inventory, typically 1–3 business days after delivery. You'll receive your first disbursement 14 days after your first sale.
Foreign-owned single-member LLCs must file Form 5472 and a pro forma Form 1120 with the IRS each year, even if the LLC had no income. The penalty for failing to file is $25,000 per form. This is one of the most common and costly mistakes international FBA sellers make.
Ready to set up your Amazon FBA LLC?
We handle Wyoming LLC formation and EIN for international FBA sellers. Most clients have their LLC + EIN ready to register on Amazon within 4–6 weeks. WhatsApp us to get started.