U.S. Corporate Formation
U.S. Companies for European Founders and Investors
Establishing a U.S. legal entity is the foundational step for any European founder, investor, or business expanding into the U.S. market. The right structure — chosen with long-term governance, cross-border operations, and downstream legal requirements in mind — affects everything from ownership documentation and investor readiness to visa eligibility and compliance obligations.
This service covers the formation of U.S. corporations and LLCs for Europe-based clients, with particular depth in Delaware structures and experience across the full range of cross-border considerations that generic formation services do not address.
| U.S. Corporate Formation — At a Glance | |
|---|---|
| Entity types | Delaware C-Corp, Delaware LLC, New York entities, and other states where appropriate |
| Foreign ownership | Yes — U.S. entities may be wholly owned by non-U.S. persons |
| U.S. presence required | No — formation can be completed remotely |
| EIN for foreign owners | Yes — obtainable without a U.S. SSN |
| Registered agent | Required in state of formation — coordinated as part of service |
| BOI filing | Applicable to many entities, depending on current federal reporting requirements — coordinated as part of service |
| Immigration-compatible | Yes — structures designed with E-2, L-1, and long-term strategy in mind |
| Typical formation timeline | 3 to 6 weeks for complete formation package |
| CPA coordination | Available — tax matters referred to CPA partner |
What This Service Covers
Formation is not a single filing. A complete U.S. corporate formation engagement for a European founder involves several coordinated steps and documents. This service covers:
• Entity selection analysis — C-Corp vs LLC, Delaware vs other states, based on business model, ownership structure, and cross-border context
• State formation filing — Articles of Incorporation (C-Corp) or Articles of Organization (LLC) filed with the relevant state
• Employer Identification Number (EIN) — obtained from the IRS; available to foreign owners without a U.S. Social Security Number
• Core governance documents — Operating Agreement (LLC) or Bylaws and initial resolutions (C-Corp)
• Ownership and equity structuring — founder shares, membership interests, and initial capitalization documentation
• Registered agent coordination — required in the state of formation; coordinated as part of the engagement
• Beneficial Ownership Information (BOI) analysis — review of whether the entity is subject to federal beneficial ownership reporting requirements under current rules
• Foreign qualification guidance — where the entity will operate in a state other than its formation state
• CPA referral and coordination — tax elections, state tax registration, and ongoing accounting needs are referred to a CPA partner
What this service does not cover: tax return preparation, accounting, payroll, or tax advisory services. These are coordinated with a qualified CPA partner.
Who This Service Is For
This service is designed for European founders, investors, and businesses establishing or expanding a U.S. presence. It is appropriate for:
• European startups and established businesses entering the U.S. market across a range of industries
• Founders preparing for E-2 or L-1 visa applications who need a U.S. entity as part of the immigration structure
• European companies establishing a U.S. subsidiary or affiliated entity
• Individual investors forming a U.S. operating or holding structure
• Entrepreneurs relocating to the U.S. who need a legal entity in place before or alongside their visa filing
• Existing U.S. entity owners based in Europe who need governance documents reviewed or brought into order
Who This Service Is Not For
This service is not appropriate for every situation. It is not suitable for:
• Clients seeking anonymous shell structures or nominee arrangements
• Formations intended to obscure ownership, evade tax obligations, or circumvent reporting requirements
• High-volume, low-complexity formation requests where price is the primary consideration
• Clients whose primary need is tax strategy, accounting services, or IRS representation — these matters require a qualified CPA or enrolled agent
• Industries requiring specialized licensing, regulatory approval, or sector-specific legal counsel beyond the scope of general corporate formation
The goal is a well-structured entity with clean documentation, clear ownership, and a governance framework that supports long-term operations. That requires careful preparation, not a 24-hour filing service.
Delaware LLC vs. Delaware C-Corp
The choice between a Delaware LLC and a Delaware C-Corp is a consequential decision in the formation process. Both are valid structures for foreign-owned U.S. entities, but they have materially different governance requirements, tax treatment, investor compatibility, and immigration implications.
| Feature | Delaware LLC | Delaware C-Corp |
|---|---|---|
| Default tax treatment | Pass-through by default; classification can vary | Corporate-level tax; potential double taxation |
| Investor / VC ready | Generally less preferred | Yes — standard for institutional investors |
| Stock issuance | No — membership interests instead | Yes — common and preferred shares |
| Governance structure | Flexible; governed by Operating Agreement | Board of directors, officers, bylaws required |
| Management flexibility | Higher — member or manager managed | Lower — structured corporate governance required |
| E-2 visa compatible | Yes | Yes — often operationally cleaner in certain immigration and investor contexts |
| L-1 subsidiary structure | Yes | Yes — standard for multinational structures |
| Suitable for single founder | Yes | Yes |
| Suitable for co-founders | Yes | Yes — cleaner equity allocation |
| Annual compliance | Lower baseline | Higher — board meetings, resolutions, filings |
Which Is Right for You?
For most European founders entering the U.S. market for the first time — without institutional investors, without near-term fundraising plans, and without a complex multi-entity structure — a Delaware LLC is often the cleaner starting point. It offers flexibility, lower governance overhead, and pass-through taxation that can help avoid corporate-level tax at the entity level.
A Delaware C-Corp is generally the better choice when investor capital is anticipated, when the structure needs to align with a U.S. subsidiary of a European parent company, or when the entity will be used in connection with an L-1 or E-2 application where C-Corp documentation is preferable. Most venture-backed startups use Delaware C-Corps.
Entity selection is a strategic decision, not a default. The right answer depends on the business, ownership structure, and long-term objectives. This is addressed as part of every formation engagement.
Delaware vs. Other States
Delaware remains the most common jurisdiction for cross-border U.S. structures formed by European founders and investors. Its advantages are well-established: a highly developed body of corporate law, a specialized Court of Chancery that handles business disputes efficiently, widespread investor familiarity, and a predictable regulatory environment. For many E-2 and L-1 structures, Delaware entities are commonly used because consular officers, USCIS adjudicators, investors, and counterparties encounter them routinely.
That said, Delaware is not always the right answer. Formation in other states may be more appropriate depending on:
• Where the business will primarily operate — a company conducting substantial business in New York may benefit from New York formation rather than paying both Delaware franchise taxes and New York foreign qualification fees
• Licensing and regulatory requirements — certain industries and professions require state-specific licensing that may affect the formation jurisdiction
• Ownership and privacy considerations — different states have different public disclosure requirements for LLC members and corporate officers
• Specific client objectives that make another jurisdiction more suitable
New York formation may be appropriate where the business has a genuine operational nexus to New York or where the client's long-term objectives align more naturally with a New York entity structure.
Other states are available where strategically appropriate. The formation jurisdiction is determined by the client's specific circumstances — not by default.
Corporate Formation and Immigration Strategy
For a significant portion of European clients, U.S. entity formation is not a standalone business decision — it is one component of a broader immigration and market-entry strategy. The entity structure, ownership percentages, capitalization, governance documents, and the transferee's defined role within the organization all have direct downstream consequences on visa eligibility and adjudication.
Several important intersections:
• E-2 Treaty Investor Visa. E-2 applicants typically form the U.S. entity before or alongside the visa filing. The entity must reflect the investor's ownership of at least 50%, with capitalization that is irrevocably committed. The Operating Agreement or corporate records must be consistent with the immigration filing. A mismatch between entity documents and the visa application creates avoidable risk.
• L-1 Intracompany Transfer Visa. L-1 new office cases require a qualifying U.S. entity with a documented corporate relationship to the foreign parent. The U.S. entity's organizational structure, the transferee's defined executive or managerial role, and the ownership relationship between the foreign and U.S. entities must all be established in the formation documents and maintained consistently across every stage of the filing.
• EB-1C Green Card Planning. Founders and executives who form U.S. entities today and build U.S. operations over time may become eligible for the EB-1C Multinational Executive or Manager green card. Structuring the entity, the owner's role, and the corporate relationship between the U.S. and foreign entities with EB-1C eligibility in mind from the outset significantly improves long-term outcomes.
When formation is part of an immigration strategy, it is handled as an integrated project — not as a separate task handed off to a different service provider. The entity documentation and the immigration filings must be consistent from the first document to the last.
A Note on U.S. Banking
Opening a U.S. business bank account is often a practically challenging step for European founders forming a U.S. entity remotely. Traditional U.S. banks typically require in-person account opening, a U.S. address, and in many cases a U.S. Social Security Number or existing U.S. banking relationship. These requirements are difficult to satisfy from abroad.
Fintech platforms such as Mercury, Relay, and Brex have made remote account opening meaningfully more accessible for foreign-owned U.S. entities. These platforms generally accept EINs, foreign passports, and remote verification, though eligibility criteria vary and are subject to change.
Banking setup falls outside the scope of this legal service but is addressed practically as part of the post-formation guidance provided to every client. Where banking introductions or CPA coordination on tax account setup would be helpful, that is facilitated as part of the broader engagement.
Formation Process
A complete formation engagement follows a structured sequence. Each step builds on the last, and the documentation produced at each stage is prepared with downstream legal and operational requirements in mind.
Step 1 — Strategy Consultation: Review of the client's business model, ownership structure, operational plans, immigration strategy, and long-term objectives to determine the right entity type and formation jurisdiction.
Step 2 — Entity Selection and Structure: Recommendation on C-Corp vs LLC, Delaware vs other states, ownership percentages, capitalization approach, and governance framework. For immigration-linked formations, this step ensures full alignment between the entity structure and the planned visa filing.
Step 3 — Registered Agent and State Formation Filing: Appointment of a registered agent — required before or at the time of filing — followed by preparation and submission of Articles of Incorporation or Articles of Organization with the relevant state authority.
Step 4 — Governance Documents: Preparation of the Operating Agreement (LLC) or Bylaws and initial corporate resolutions (C-Corp), covering ownership, management structure, capital contributions, decision-making authority, and transfer restrictions. These documents are prepared in parallel with or immediately following the state filing.
Step 5 — EIN Obtainment: Application for the Employer Identification Number with the IRS on behalf of the client. Foreign owners without a U.S. Social Security Number obtain the EIN through IRS Form SS-4 via fax or mail; processing typically takes one to four weeks. The EIN is required before opening a U.S. bank account.
Step 6 — BOI Compliance: Analysis of whether the entity is subject to Beneficial Ownership Information (BOI) reporting requirements under current federal or state rules. If reporting applies, preparation and filing support is included as part of the formation process.
Step 7 — Post-Formation Coordination: Guidance on banking setup, CPA referral for tax elections and state tax registration, foreign qualification where the entity will operate in additional states, and transition to the compliance management service for ongoing annual obligations.
After Formation: Ongoing Compliance Obligations
Formation is not the end of the process — it is the beginning of an ongoing compliance cycle. U.S. entities have recurring obligations that must be managed to keep the entity in good standing:
• State annual reports and franchise tax filings — required in Delaware and most other states on an annual basis
• Registered agent maintenance — the registered agent must remain current; changes require a state filing
• BOI monitoring — beneficial ownership reporting obligations are subject to regulatory change and are reviewed as part of ongoing compliance support
• Corporate governance maintenance — annual resolutions, meeting minutes, and officer/director records for C-Corps
• Foreign qualification maintenance — if operating in additional states, annual filings required in those states as well
• Federal and state tax filings — coordinated with a CPA partner
Ongoing compliance support is available through a dedicated U.S. Compliance Management engagement covering annual filings, registered agent coordination, BOI maintenance, and governance support.
Formation Timeline
From engagement to a fully formed entity with governance documents in place, most formation matters are completed within 3 to 6 weeks. The variables are:
• State formation processing time — Delaware standard online filing typically takes 2 to 5 business days; expedited options are available ranging from same-day to next-day for an additional state fee
• EIN processing — international applicants without a U.S. SSN receive the EIN by fax or mail, typically within 1 to 4 weeks
• Governance document preparation — typically 1 to 2 weeks depending on complexity
For immigration-linked formations where the entity needs to be in place before or alongside a visa filing, timing is built into the overall immigration project plan.
Fees
U.S. Corporate Formation (standalone) — €2,600
Immigration bundles (formation + visa):
• E-2 + Delaware Formation — €12,000 (saves €1,000 vs. combined standalone pricing)
• L-1 Standard + Delaware Formation — €13,100 (saves €1,000)
• L-1 New Office + Delaware Formation — €15,100 (saves €1,000)
State filing fees, registered agent fees, and government charges are not included and are payable separately. All matters are handled on a fixed-fee basis — no hourly billing, no unexpected charges.
Work With Valstone
I am a New York-licensed attorney serving exclusively clients based in Europe in connection with U.S. business formation, immigration, and compliance matters. I handle corporate formation matters directly — no delegation, no case managers. Clients communicate with me in English, German, or Spanish throughout the engagement.
Formation matters are handled with the same attention to downstream legal implications that characterizes every Valstone engagement. Entity structure, ownership documentation, and governance are prepared with cross-border operations, immigration strategy, and long-term compliance in mind — not as isolated filings.
If you are planning to establish a U.S. presence and want to discuss the right structure for your situation, schedule a consultation.
Attorney Advertising. This page is for informational purposes only and does not constitute legal advice. No attorney-client relationship is formed by visiting this website or reading this content. U.S. law is fact-specific and subject to change. Consult a licensed attorney regarding your individual circumstances.
Frequently Asked Questions
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Yes. U.S. entities may be wholly owned by non-U.S. persons. There is no citizenship or residency requirement for ownership of a U.S. LLC or corporation. Foreign ownership does trigger certain reporting and tax obligations — these are addressed through CPA coordination as part of the post-formation process.
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No. A U.S. SSN is not required to form an LLC or corporation. The Employer Identification Number — which is required for most business purposes — is obtainable by foreign owners without an SSN through IRS Form SS-4. The process takes slightly longer for international applicants but is straightforward.
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Delaware is the dominant jurisdiction for U.S. corporate formation for several reasons: a highly developed body of corporate law built over more than a century, a dedicated Court of Chancery that resolves business disputes efficiently and predictably, widespread familiarity among investors, lenders, and counterparties, and a stable regulatory environment. For many cross-border and immigration-linked structures, Delaware is a common and familiar choice.
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Not necessarily. A Delaware-formed entity operating primarily in New York will generally need to register as a foreign entity in New York and pay both Delaware franchise taxes and New York filing fees. In some cases, New York formation is more cost-efficient and operationally appropriate. The right answer depends on the specifics of the business, its ownership structure, and its long-term plans. This is addressed as part of the strategy consultation.
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A Delaware LLC is treated as a pass-through entity by default — income and losses pass through to the owners and are taxed at the individual level. A Delaware C-Corp is taxed at the corporate level, and distributions to shareholders may be taxed again at the individual level. Tax treatment is a complex area that depends on the owner's country of residence, applicable tax treaties, and specific business circumstances. This service does not include tax advice; these matters are addressed through a qualified CPA.
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A registered agent address in the state of formation is required — this is a standard part of the formation service. A separate U.S. operational address is not legally required for formation purposes, though it may be relevant for banking, licensing, or immigration purposes depending on the client's situation.
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A registered agent is a person or entity designated to receive official legal and government correspondence on behalf of the company in the state of formation. Every U.S. entity is required to maintain a registered agent with a physical address in its formation state. Registered agent coordination is included as part of this service.
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The Beneficial Ownership Information (BOI) filing is a report submitted to FinCEN identifying the individuals who ultimately own or control a company. Whether a filing is required depends on the entity structure, where the entity was formed, and applicable federal or state rules. If BOI reporting applies, preparation and filing support can be included as part of the formation process.
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Yes. For E-2 applications, the U.S. entity is typically formed before or alongside the visa filing. The entity documentation — ownership structure, capitalization, and governance — must be fully consistent with the immigration filing. When formation is part of an E-2 engagement, both are handled as a coordinated project. See the E-2 Treaty Investor Visa page for details.
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Newly formed U.S. entities have recurring compliance obligations, including annual state reports, franchise tax filings, registered agent maintenance, BOI updates where applicable, and ongoing corporate governance for corporations. These obligations are addressed through the U.S. Compliance Management service.
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Banking setup is outside the scope of this legal service. Every client receives structured post-formation guidance that covers the U.S. banking landscape for foreign-owned entities — how traditional banks and fintech platforms approach foreign ownership, what documentation is typically required, which platforms have historically accommodated remote account opening, and how to prepare before approaching any institution. This is practical, organized guidance — not a banking service. CPA coordination for tax account registration is also facilitated as part of the post-formation process.