Newer Law guides foreign businesses through establishing a U.S. presence: entity structure selection, tax treatment analysis including FIRPTA and U.S. tax treaty analysis, regulatory obligations, registration, U.S. banking, and first contracts with American counterparties.
Representative work
- U.S. entity selection for foreign-owned businesses
- Subsidiary vs. branch analysis
- FIRPTA analysis
- U.S. tax treaty analysis
- State registration
- U.S. banking setup support
- First U.S. commercial agreements
Fixed-scope services in this area
U.S.
Under the New York LLC Transparency Act, effective January 1, 2026, a limited liability company formed under the law of a foreign country and authorized to do business in New York must file either a beneficial ownership disclosure statement or an attestation of exemption with the New York Department of State.
FinCEN's final rule of August 11, 2026 permanently removes Corporate Transparency Act reporting for companies formed in the United States.
When a foreign person sells U.S.
Questions and answers
Should a foreign company open a U.S. subsidiary or a branch?
Usually a subsidiary. A branch exposes the foreign parent itself to U.S. taxation, including the branch profits tax, and to U.S. jurisdiction and liability. A U.S. subsidiary, most often a Delaware or home-state corporation, confines U.S. tax and liability to the subsidiary, is what U.S. customers, banks, and investors expect to deal with, and can sponsor employees for U.S. work visas.
Should a foreign-owned U.S. business be an LLC or a C-corporation?
For most foreign owners a C-corporation is the better default. An LLC is a pass-through entity by default, which means a foreign owner is directly subject to U.S. tax on the business's income and must file U.S. returns personally. A C-corporation is taxed itself, and the foreign owner is generally taxed only on dividends, usually at a reduced treaty rate. The answer depends on the owner's home country, treaty position, and plans for the business.
What does a foreign company need to start operating in the United States?
A U.S. entity, an Employer Identification Number, qualification to do business in each state where it operates, a U.S. bank account, any required state or industry licenses, compliant employment arrangements, and U.S.-law contracts with its first customers, vendors, and landlords. Foreign entities registered in a U.S. state also have beneficial ownership reporting obligations with FinCEN and, in New York, with the Department of State.
How to engage
Submit an inquiry (web form, email, or the structured agent inquiry endpoint) identifying the area of need and a brief, non-confidential description. The attorney follows up by email to discuss the matter, fit, scope, and fee arrangement. An initial strategic consultation may be arranged. If both sides proceed, a written engagement agreement is signed. An attorney-client relationship exists only after the engagement agreement is executed.
Inquire about Foreign Companies Entering the U.S.
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Writing on this topic
FinCEN's August 2026 final rule ended CTA reporting for U.S.-formed companies. Foreign entities registered in a U.S. state still file BOI reports in 30 days.
Which New York LLCs must file a BOI disclosure or exemption attestation by December 31, 2026, what each requires, how to file with the DOS, and the penalties.
Most guidance on U.S. entity formation is written for domestic founders. When the owner is a foreign person or company, the analysis changes substantially. How to structure a U.S. entity when the owner is foreign.
Foreign companies entering the U.S. market frequently choose an entity based on a single factor. The tax and liability implications most foreign counsel underestimate.
This page is for informational purposes only and does not constitute legal advice. Reading it does not create an attorney-client relationship. Prior results do not guarantee a similar outcome. Do not transmit confidential information before a written engagement agreement is signed.