How to register a company in the USA: a complete guide for businesses

Launching a business in the United States is achievable for companies of all sizes — from startups to large enterprises. The US attracts entrepreneurs with its developed market, access to investment, and advanced technologies. However, registering a company abroad requires careful preparation and knowledge of local nuances.

In this article, we will explain how to register a company in the USA, the steps involved, how to choose the optimal state and legal structure, and key considerations when entering the American market. The material is based on expert insights and contains up-to-date information as of 2024.

Advantages of starting a company in the USA

The American jurisdiction offers businesses a number of significant advantages:

• Large, solvent market. The USA has a vast base of potential clients and partners, high consumer purchasing power, and a well-developed business infrastructure. Products and services can often be sold at higher prices than in other countries, increasing business profitability.
• Access to investment and technology. The USA is the world leader in attracting venture capital for startups. Many investors prefer to invest in companies registered in the USA, especially tech startups, and large corporations (Apple, Google, Amazon, etc.) have created an ecosystem that stimulates the development of new projects.
• Tax benefits in certain states. Despite the complexity of the tax system, choosing the right jurisdiction can reduce the tax burden. For example, several states (Wyoming, South Dakota, etc.) do not impose corporate tax or LLC income tax. This allows for cost optimization.
• Access to international services and payment systems. Having a US legal entity gives a business access to global online services that are not available to Russian companies. Payment platforms like Stripe, PayPal, Braintree, Shopify, and others can be used without restrictions to receive payments from around the world.
• Intellectual property protection. Registering a company in the USA facilitates filing patents, trademarks, and copyrights in the American market, protecting innovations and brand on an international scale.
• Business support programs. The USA has numerous government and private programs to support businesses, including grants, low-interest loans, and accelerators. For example, the Small Business Administration (SBA) provides educational programs and loans to startups. Foreign companies may also be eligible for certain types of support if conditions are met.

Possible challenges of doing business in the USA

Despite all the advantages, there are several challenges of the American market that need to be considered:

• High competition and legal risks. Nearly every niche in the USA is highly competitive. Businesses must be prepared for potential lawsuits — American competitors and clients often defend their rights through the courts. Legal support is expensive (attorney fees can exceed $700 per hour). It is necessary to allocate a budget reserve to protect against claims and ensure compliance with regulations.
• Complex system of taxes and licenses. The tax system is multi-layered, with federal and state taxes. Many types of activities require obtaining licenses in each state separately and renewing them regularly. Foreign businesses may find it difficult to navigate all requirements without a consultant.
• Bureaucracy and reporting. A company in the USA must maintain accounting according to American standards and file annual reports (tax returns, state annual reports, etc.). Late submission can result in fines. It is essential to establish an accounting system in advance or hire a local accountant.
• Cultural and communication differences. Conducting business requires proficiency in business English. The American communication style differs: many issues are handled over phone or video calls, often with several rounds of discussions before decisions are made. Lack of language skills or understanding of business culture can create difficulties.
• Additional expenses. Operating costs in the USA can be high. Office rent, salaries, insurance contributions, mandatory fees (e.g., minimum annual taxes in some states) must be budgeted. Costs vary significantly by location — in major cities like New York or San Francisco, expenses are much higher than in smaller cities or states.

However, careful planning and professional assistance can help minimize these risks. Next, we will discuss how to start the business registration process.

Choosing a company structure in the USA: LLC or Corporation?

The first step is to decide on the legal form of your business. For foreign founders, there are essentially two main registration options in the USA:

• LLC (Limited Liability Company) – similar to a Russian LLC (OOO), a company with limited liability for its members.
• C-Corporation (Corporation) – a classic joint-stock corporation, similar to a public company (PAO/AO), where founders own shares.

Other forms (e.g., S-Corporation – similar to a sole proprietorship) are usually unavailable or not beneficial in this case. S-Corps are intended only for U.S. tax residents (requiring citizenship or a Green Card for shareholders), and a sole proprietorship in the U.S. can only be registered by someone with local status (SSN). Therefore, for foreign investors, the choice comes down to LLC or C-Corp.

Below is a comparison of the key parameters of an LLC and a Corporation:

Criteria	LLC (Limited Liability Company)	C-Corporation (Corp.)
Founders	Individuals or legal entities, no residency restrictions (non-residents allowed).	Shareholders (any number), non-residents can own shares.
Liability	Limited to capital contribution. Owners are not personally liable for company debts.	Limited to investment (shares). Shareholders are not personally liable for company obligations.
Profit Taxation	“Pass-through” – the LLC itself does not pay corporate tax. Profits are distributed to members and taxed as personal income. Residents are subject to progressive federal and state income tax rates (up to ~37%). For non-residents, LLC income is usually subject to a fixed federal tax of ~30% if considered US-sourced.	Double taxation: the corporation pays corporate tax (21% federal + state tax) on profits. Shareholders also pay tax on dividends (if distributed). For non-residents, dividends may be subject to withholding at reduced rates under tax treaties (usually 5–15%).
Reporting and Corporate Governance	Less formal: no requirement for a board of directors; structure is easier to change. Most states require an annual report and a fee. Accounting is required but simpler (single-member LLC can be treated as a disregarded entity for the IRS).	More formal: must appoint officers (directors, officers), maintain shareholder meeting minutes, and follow corporate procedures. Annual tax return and state report required; franchise tax may apply.
Raising Investment	Limited: LLC does not issue shares, and membership interests cannot be easily converted to stock. Each new investor must be added as a co-owner, complicating structure and reporting. Venture capital usually avoids LLCs.	Preferred for investors: can issue shares, including multiple classes. Venture capital and funds typically require a Delaware C-Corp. Standard form for startups planning multiple funding rounds.
Best Use Cases	Small and medium businesses, family companies, e-commerce without plans to attract many investors. LLC is advantageous if pass-through taxation is important (especially for single-owner businesses). However, for foreigners, a C-Corp may be more beneficial due to fixed corporate tax rates and simpler calculation.	Startups aiming for growth and capital raising, tech companies, large businesses. Optimal if profits will be reinvested, as the corporate tax rate (21%) is often lower than combined personal tax for LLC owners.

Note: A sole proprietorship does not form a separate legal entity — income is taxed as personal income, and liability is unlimited. This option is only available to U.S. residents, so it is not considered a viable option for foreign investors entering the U.S. market.

Choosing a state to register a company

In the USA, a company is registered not at the federal level, but in one of the 50 states. Laws, taxes, and fees vary from state to state, so choosing the right jurisdiction is an important strategic decision. When selecting a state, consider the following factors:

• State taxes. Some states do not impose corporate income taxes at all. For example, South Dakota does not levy a corporate tax (0%). For LLCs, states without personal income tax are advantageous (many states, including Florida, also have 0% personal income tax). In other states, rates can be significant (e.g., California ~8.84% corporate tax + $800 annual minimum fee, New York ~6.5%, etc.).
• Franchise fees and charges. In addition to taxes, states charge registration and annual fees. Delaware, the most popular jurisdiction for corporations, does not tax foreign companies on income if they do not conduct business in the state, but requires a fixed annual franchise tax ($225–$455). In Wyoming, the annual fee for an LLC is only $60. Compare these costs when making a choice.
• Speed and simplicity of registration. In “business-friendly” states, the process is highly automated. For example, registration in Wyoming can take just a few days online. In Delaware, the standard timeframe is ~1–2 weeks. In states with more bureaucracy, the process may take longer.
• Data privacy. If confidentiality is important, consider states with private registries. Delaware, Wyoming, New Mexico, and Colorado do not publicly disclose information about company beneficiaries or directors. In these states, ownership information is only available to the state registrar and can be accessed by authorized agencies upon official request, protecting the business from competitors’ scrutiny.
• Business location and foreign qualification requirements. If you plan to operate physically in a state (office, warehouse, employees), it’s usually best to register there. Otherwise, you must register as a foreign company in that state (Foreign Qualification), which adds costs and bureaucracy. If the business is not tied to a specific location (e.g., e-commerce across the USA), it’s common to choose a state with favorable conditions (Delaware, Wyoming, etc.) and obtain permission to operate in other states as needed. Having a company in one state while holding a bank account or warehouse in another is generally acceptable.
• Reputation and investor preferences. For startups seeking venture funding, Delaware is the unofficial standard. About two-thirds of Fortune 500 companies and ~80% of startups going public are registered in Delaware. Delaware has developed corporate law and a specialized Court of Chancery, which investors and funds value. Wyoming and other states are gaining popularity but may raise additional questions for conservative investors. Therefore, if the goal is to attract capital in the USA, a Delaware C-Corp is often optimal.

Tip: Before registration, review the official resources of the chosen state. For example, check the availability of your desired company name and familiarize yourself with requirements. Make sure you have a registered agent in the state — a local person or company authorized to receive official correspondence for your business (e.g., legal notices). Legal firms typically provide Registered Agent services for $100–$300 per year.

Step-by-step procedure for registering a company in the USA

Once you have decided on the company type and state, you can proceed with registration. Below is a step-by-step guide to opening a U.S. company remotely:

1. Check and reserve a company name.
Choose a unique name and make sure it is available in your selected state. Most Secretary of State websites offer a name search tool. It’s recommended to prepare 2–3 alternatives in case your preferred name is taken. Important: avoid prohibited words (e.g., “Bank,” “Insurance” without a license) and do not use someone else’s trademarks.

2. Prepare incorporation documents.
You will need basic information: founder details (passport or ID, residential address), company name, U.S. legal address (your registered agent’s address), and designation of a responsible person (director for a corporation or manager for an LLC). Some states accept a minimal set of information, but it is advisable to prepare full internal documents later: Articles of Incorporation/Organization, board resolutions, LLC operating agreement, ownership distribution records, etc. A complete document package ensures legal compliance and is useful for opening a bank account and working with investors.

3. Register with the state.
Submit the Certificate of Incorporation (for a corporation) or Certificate of Formation (for an LLC) to the Secretary of State office. Documents can usually be submitted online or by email. At this stage, you pay the state registration fee (ranging from $50 to $500 depending on the state; $100 in Delaware). If using a registered agent, they can handle this for you. Once processed, the state assigns a registration number and issues a Certificate of Formation/Incorporation.

4. Receive the certificate and company documents.
Within a few days or weeks (depending on the state), you will receive electronic confirmation of registration — the state-issued certificate confirming the company’s official existence from the stated date. A paper original can be ordered for an additional fee, but an electronic copy is generally sufficient. Carefully check all details. At this point, your company is officially registered and ready for the next steps.

5. Obtain an EIN (Employer Identification Number).
After registration, you need an EIN — the federal tax identifier for your company (similar to a tax ID). An EIN is required for opening a bank account, filing taxes, hiring employees, and other operations. You can obtain it online for free via the IRS by filling out Form SS-4. Foreign founders without an SSN can obtain an EIN through an authorized representative or agent for a fee (usually $200–$300). Keep the EIN confirmation letter safe — banks and business partners will require it.

6. Obtain licenses and permits (if required).
Determine whether your business needs specific licenses to operate legally. Many types of business in the U.S. are regulated: medical services, insurance, education, alcohol sales, transportation, etc. Licenses are issued at the state or municipal level. For example, a retail store may need a city business license, and financial services may require registration with a relevant authority. Information is available on the Small Business Administration (SBA) website or the state portal. If you plan to sell on Amazon or other marketplaces, note restrictions: certain products (pesticides, medications, some branded items) require a U.S. legal entity. Once all required permits are obtained, your company is fully authorized to operate.

7. Next steps: organizing banking operations, implementing payment solutions, and entering the market are equally important for business success in the USA. We will review these steps in detail next.

Opening a bank account in the USA

For full operation, a U.S. company needs an account in a foreign (non-Russian) bank to process payments with international clients and partners. Opening a U.S. bank account as a non-resident is one of the most challenging steps, especially after 2022. Using Russian banks for international transactions is no longer feasible due to sanctions and restrictions — foreign partners cannot process payments. Therefore, it is necessary to choose a foreign banking service. Possible options include:

1. U.S. Commercial Banks.
Traditional large U.S. banks (Chase, Bank of America, Citi, etc.) usually require the company owner to be physically present at a branch when opening the account. Banks also require a U.S. company address and often a Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN) for the account holder. Without an SSN, most banks will refuse service to non-residents. U.S. law effectively prohibits fully remote account opening — at least one in-person visit is required. One option is to travel to the U.S. on a visa and open the account yourself, using, for example, a rented coworking address as your company address. However, this is costly and not accessible to everyone.

2. Online Banking and Fintech Platforms.
In recent years, financial platforms have emerged as alternatives to traditional bank accounts for startups: Mercury, Wise Business, Payoneer, Revolut Business, etc. They allow opening an account remotely via the internet. However, there are limitations: many do not serve Russian residents or have restrictions. For example, Payoneer stopped serving Russian clients in March 2020, Mercury does not process payments to Russia, and Stripe Atlas requires the applicant to have an SSN. Additionally, a U.S. company and address are still required to register. If your company meets the platform’s requirements, an online account is a fast and convenient option (setup within 1–2 weeks). Essentially, platforms like Wise and Payoneer open an account for you at a U.S. partner bank, allowing you to receive payments as a local U.S. business.

3. Intermediary Services for Account Opening.
Some consulting firms (including ours) help foreigners open corporate accounts remotely. An intermediary can provide a U.S. representative who will open the account on your company’s behalf. Some registrars offer this service for an additional fee. This solves the problem of not having an SSN or being physically present. However, there is a risk: the trusted representative will have access to your funds, so it is critically important to choose a reliable partner. Always sign formal agreements and implement control mechanisms if you take this route.

Tip: Regardless of the method, be prepared to provide a document package: company formation documents (Certificate, Articles), EIN, proof of company status (Certificate of Good Standing may be required for older companies), passport and address of the director/owner, and a business description (activities, source of income). U.S. banks conduct strict KYC/AML checks, so document preparation may take time.

Receiving payments from international clients

In addition to a bank account, connecting payment systems is crucial for successfully operating in the global market. A U.S. company can access almost all international acquiring services. You can integrate PayPal, Stripe, Authorize.Net, Shopify Payments, Adyen, and other systems into your online store or app — services previously unavailable to Russian legal entities. This is especially important for e-commerce, SaaS, and IT services, allowing clients worldwide to pay via credit cards and electronic payments without restrictions.

Connecting a payment gateway is usually done online, but you need a corporate account outside Russia (covered in the previous step) and a verified U.S. company. Services typically charge around 2.9% + $0.30 per transaction but provide convenience and automation.

Important: When handling international payments, comply with service rules and regulations (e.g., anti-money laundering policies). Registering a PayPal or Stripe account under a U.S. company must be done correctly to avoid account blocks. In some cases, it’s advisable to consult specialists to set up acquiring services properly. Correctly configured, you can safely and legally receive revenue from any country into your U.S. company account.

Taxes and reporting for a U.S. company

Registering a company is just the beginning; it is important to comply with tax and reporting requirements. Here’s a brief overview of obligations for a U.S.-registered company:

Federal Taxes (IRS).

• C-Corporation: Must file an annual corporate tax return (Form 1120) and pay federal income tax at 21% of net profit.

• LLC: No corporate-level tax, but LLCs with foreign members must file informational returns (Forms 5472/1120, 1065 for multi-member LLCs). U.S.-related income is taxed at the owners’ level. Non-resident owners may need to register with the IRS, obtain an ITIN, and report income from the LLC. Compliance is mandatory; foreign founders are subject to the same laws as U.S. citizens.

State Taxes.
Depending on the state, companies may have state tax obligations. If there is a corporate income tax and the company operates in the state, a state tax return is required. If a corporation has no physical presence in its state of registration (e.g., a Delaware C-Corp without an office in Delaware), it is often exempt from state tax returns. Instead, a fixed annual franchise tax applies ($225–$455 in Delaware). LLCs in some states pay a similar annual fee (California minimum $800, Nevada ~$350, etc.) plus a small annual report fee ($50–$100).

Accounting and Audit.
U.S. law requires accurate bookkeeping and document retention. Small private companies are not required to publish reports but must present records upon request by the IRS or investors. Early-stage businesses with few transactions can manage accounting themselves or hire a remote accountant familiar with US GAAP. As the business grows, it is recommended to engage a CPA for tax preparation and reporting to avoid errors.

Beneficial Ownership Reporting (CTA 2024).
Starting in 2024, nearly all U.S. companies must report their ultimate beneficial owners to FinCEN under the Corporate Transparency Act, including foreign founders. Within 30 days of registration, submit a form with the full name, address, date of birth, and passport number of anyone owning more than 25% or controlling the company. Fines for non-compliance can reach $500 per day. Consult a lawyer to ensure timely compliance.

Summary: Tax and regulatory obligations are often underestimated at the start. Plan your budget to include accounting and tax advisory services, especially if your business is growing. Full and honest tax compliance ensures smooth operations and avoids legal problems.

U.S. market analysis and entry strategy planning

When entering a new market, it is important not only to handle legal formalities but also to understand the market environment. The USA is a vast and diverse country, where business conditions can vary greatly by industry and region. A thorough market analysis will help adapt your business model to local realities. Key focus areas include:

1. Demand and Competitor Research.
Conduct research on your product or service: is there demand in the U.S., which audience segments are most promising, and what is the market size? Study competitors — both local and international players in the U.S. market. Pay attention to pricing, marketing strategies, and customer feedback. This will help determine how to position your offering effectively.

2. Industry Legal Regulations.
Ensure you are familiar with all rules affecting your business: product certification requirements, licensing (discussed earlier), advertising regulations, consumer protection laws, labor laws, etc. For example, if selling food products, comply with FDA standards; if developing software, consider data protection laws such as CCPA.

3. Cultural Nuances and Consumer Behavior.
The approach to sales and customer service in the U.S. is unique. Customers expect high-quality service and protection of their rights. In dealing with partners, directness and punctuality are valued. Adapt your presentations, website, and marketing to an English-speaking audience — not just translating text, but also considering local context, humor, and trends. Americans should perceive your brand as “relatable.” Native speakers may be needed to prepare content.

4. Business Plan and Financial Model Adapted to Local Realities.
Review your business plan for the U.S. market. Pricing should reflect local costs (logistics, taxes, marketplace fees). Financial forecasts must be realistic regarding the time to operational break-even, considering competition. Allocate a sufficient marketing budget for promotion in the new market.

At this stage, it is highly beneficial to use business consulting services or accelerators specializing in U.S. market entry. Experts familiar with the market can conduct professional market analysis, review your strategy, and suggest adjustments to align your product with American consumer demands. Consulting support saves time and money, helping avoid common mistakes made by newcomers in the U.S.

Marketing in the USA

Successfully launching a business in the U.S. requires more than just registering a company — you also need to make your presence known and attract your first clients. The U.S. uses similar promotion channels as the rest of the world, but competition for consumer attention is high. A promotion plan should be prepared in advance:

1. Digital Marketing.
Online advertising is the primary tool for market entry. Use content marketing (articles, reviews, videos), email newsletters, and SEO to optimize your website for Google. For quick results, PPC advertising is effective: Google Ads, Facebook/Instagram targeting, and Amazon ads (if selling on a marketplace). Influencer marketing is also gaining traction — collaborate with bloggers, YouTube, and TikTok creators. Combining these tools helps reach your target audience effectively.

2. Networking and Professional Communities.
Business relationships are highly valued in the U.S. Attend industry events, exhibitions, conferences, and meetups. Use LinkedIn for B2B connections. Participate in local chambers of commerce and startup events. Networking can provide access to your first clients or investors and significantly accelerate business growth.

3. Marketplace Localization.
If selling via Amazon, eBay, Etsy, or other marketplaces, focus on account setup. For Amazon, having a U.S. legal entity and bank account provides advantages (access to Fulfillment by Amazon, fewer restrictions for foreign sellers). Optimize product listings, gather initial reviews, and consider marketplace advertising. Follow platform rules to avoid account suspension.

4. Customer Service and Reviews.
American consumers are accustomed to publicly sharing feedback — reviews on Yelp, Google, BBB, Trustpilot often influence new customers. Build a reputation from the start: provide high-quality support, respond quickly to inquiries, and resolve issues. Positive reviews act as the best marketing, while negative ones can seriously harm early-stage businesses.

Key Success Factors:
Speed and convenience are crucial in the U.S. market. For physical products, ensure fast delivery (ideally via a local warehouse or Amazon FBA). For services or software, ensure uninterrupted service and 24/7 support (time difference with Russia is ~8–11 hours). Competitors are fast-moving, so exceeding customer expectations is essential for establishing your business.

Conclusion

Opening a company in the U.S. is a responsible but achievable process. Thousands of foreign entrepreneurs have successfully entered the American market and continue to grow globally. The right choice of state and company form, compliance with all legal procedures, and regulatory requirements are the foundation of a successful start. Equally important is planning your market entry strategy: study the market, adapt your product and marketing, and build financial infrastructure (bank accounts, payment systems, taxes).

A U.S. company can elevate your project to a new level and open access to global clients. Success requires a comprehensive approach, combining expertise from lawyers, accountants, and marketers. Engaging professional consultants often pays off, saving time and money and removing stress for the founders.

Our consulting team specializes in U.S. company registration and business support at all stages — from document preparation to market analysis. Contact us for expert guidance in entering the American market. We wish your business great success!

Sources and useful resources

• U.S. Small Business Administration (SBA) – Official guide for starting and running a small business in the U.S., including business planning, licenses, and support programs.

• Internal Revenue Service (IRS) – Business section with instructions on obtaining an EIN online and federal taxation guidance for companies.

• Delaware Division of Corporations – Official Delaware resource for company registration, franchise tax payments, and business benefits.

• Wyoming Secretary of State – Business – Portal for registering LLCs and corporations in Wyoming, including state tax info and online filing.

• SelectUSA (U.S. Department of Commerce) – Government investor guide for foreign entrepreneurs with checklists and regulatory insights.

• PwC – “Doing Business in the United States” – Annual analytical guide covering U.S. taxation for foreign companies, Corporate Transparency Act compliance, and more.

• Davis Wright Tremaine – Startup Law Blog – Article “Why Most Startups Choose Delaware,” explaining the advantages of Delaware C-Corps for investors.

• Kontur.Journal: “Entering the U.S. Market” – Practical advice for Russian entrepreneurs on content marketing, networking, product localization, and more.

• RBC.Pro: “How to Open a U.S. Company for Russian Entrepreneurs” – Step-by-step guide considering recent sanctions, bank account setup, and international payment options.