Establishing a company in America provides both prestige and operational flexibility for entrepreneurs, investors, and professionals managing remote teams who want to grow on a global scale. However, starting a business in the U.S. by 2025 is not just about filling out a few forms and opening a bank account. Taking steps without clarifying compliance obligations, Beneficial Ownership Information (BOI) reporting, tax optimization, and international workforce planning can lead to serious risks in the future.
In this guide, I will examine the steps for establishing a company in America and the necessary documents, while also considering international employee employment, residency/work permits, and the tax dimension. Throughout the article, I will explain with practical examples how Corpenza’s mobility, incorporation, payroll, personnel leasing, and tax optimization solutions can simplify this process.
1. Before Deciding to Establish a Company in the U.S.: Strategic Framework
1.1. Why do you want to establish a company in America?
America opens the main door to global markets, especially in technology, SaaS, e-commerce, financial services, and creative industries. However, you cannot make a healthy choice regarding the state, company type, and tax model without clarifying your motivation for establishing a company.
Which of the following goals is closer to you? Clarify this first:
- Billing U.S. and European clients
- Receiving investment (VC, angel investor, corporate investor)
- Legally payroll your remote team’s salaries
- Preparing the ground for permanent residency/work permit or future citizenship through investment
- Optimizing tax burden, establishing a more predictable profit structure
Corpenza designs a roadmap that integrates these goals with company establishment, residency permits, payroll, and personnel leasing solutions, especially for companies globalizing along the Europe-U.S. axis.
1.2. Choosing a State: Don’t Just Look at the ‘Popular’ Ones
While states like Delaware, Wyoming, and Nevada are frequently mentioned, they may not be ideal for every profile. Consider state selection based on the following criteria:
- States where your clients and business partners are located
- Planned team structure (remote, hybrid, physical office)
- Structures preferred by the funds you plan to receive investment from
- Franchise tax, annual report, and reporting costs
You can review the U.S. Small Business Administration’s guide for state-based startup checklists:
SBA – Register Your Business.
2. Choosing a Company Structure: LLC or Corporation?
2.1. Advantages of the LLC Structure and Documentation Impact
LLC (Limited Liability Company) stands out as the most flexible structure for foreign entrepreneurs. It provides limited liability; you define profit distribution and management structure flexibly.
The basic documents you need to prepare when establishing an LLC are:
- Articles of Organization (or Certificate of Formation)
- Operating Agreement (internal operating agreement)
- IRS Form SS-4 and EIN (Employer Identification Number) application
- BOI (Beneficial Ownership Information) report
You can access the technical framework regarding the IRS’s view on LLCs as of 2025 from official statements:
IRS – Limited Liability Company (LLC).
2.2. When is there a need for a Corporation (C-Corp / S-Corp)?
Investment funds and corporate investors generally prefer Delaware C-Corp. In this structure:
- You structure the capital structure on a share basis (authorized/issued shares)
- You prepare bylaws and often shareholder agreements
- You produce corporate governance documentation such as general assembly, board of directors, official meeting minutes
S-Corp is more meaningful for small businesses that are U.S. tax residents; foreign individuals cannot be shareholders of S-Corp. Therefore, in practice, C-Corp or LLC is more suitable for global entrepreneurs.
2.3. Structure selection is shaped along with tax, residency, and workforce strategy
Consider the company structure not only through legal protection but also along with these three headings:
- Residency/work permit and possible golden visa or citizenship plans through investment
- Payroll model for your remote team (such as payroll through Corpenza or personnel leasing)
- Tax optimization; agreements to prevent double taxation between the U.S., Europe, and your own country
Corpenza designs a sustainable operational structure on a global scale by integrating these three axes at a single table, not just as a “company formation” process.
3. Basic Steps for Establishing a Company in America
3.1. Choosing a Company Name and Registered Agent
The first concrete step is to determine a title compliant with state rules and to select a Registered Agent. In choosing a title:
- Check name availability on the state’s “name availability” page
- Use LLC or Corporation designation correctly
- If you have a trademark registration plan, include it in the strategy from the beginning
A Registered Agent is a person or service provider with a physical address in that state who will receive official correspondence and notifications. If you do not have a physical address in the U.S., this role is critically important.
3.2. Preparation of Articles of Organization / Articles of Incorporation
The main document you submit to the state authorities during company formation varies according to the structure:
- LLC: Articles of Organization
- Corporation: Articles of Incorporation
In these documents, you typically state the following clearly:
- Company name and registered address
- Registered Agent information
- Purpose of the company (usually the phrase “any lawful purpose” is used)
- Management structure (member-managed / manager-managed or board of directors)
- For Corporation, share structure (authorized shares, par value)
In most states, you upload these files through the online system and pay with a credit card. At this stage, incorrect statements or missing information can create serious issues when opening a bank account or reporting BOI later. Corpenza prepares these documents in accordance with state-based formats and follows the necessary additional forms (for example, additional steps in states with publication obligations) on your behalf.
3.3. EIN (Employer Identification Number) Application
EIN is your company’s “tax identification number.” EIN is required for the following transactions:
- Opening a bank account in the U.S.
- Employing workers in the U.S. (payroll, withholding, social security obligations)
- Filing federal and most state tax returns
You apply using IRS Form SS-4; founders who are not U.S. residents may have to use the phone or mail instead of the online system. Small errors here, such as discrepancies between the company name, address, or responsible person information and the incorporation documents, can lead to rejection of the application.
4. Required Documents: From Establishment to Compliance Continuity
4.1. Mandatory documents at the establishment stage
The typical document set for a standard U.S. company formation looks like this:
- Identification documents of the founders (passport; notarized/apostilled translation if necessary)
- Company formation form
- LLC: Articles of Organization
- Corporation: Articles of Incorporation
- Registered Agent appointment document or contract
- Internal management document
- LLC: Operating Agreement
- Corporation: Bylaws, initial resolutions, shareholder agreements (if any)
- IRS EIN approval letter (CP 575 or alternative confirmation letter)
If you are forming the company with multiple founders, it is necessary to prepare additional agreements that regulate the company’s shareholding table (cap table) and voting rights. These are among the documents that investors will want to see first in future funding rounds.
4.2. BOI (Beneficial Ownership Information) report and CTA compliance
Under the Corporate Transparency Act (CTA) coming into effect from 2024, you are required to submit a BOI report to FinCEN. The BOI report discloses the actual beneficial owners of the company.
In this report, you disclose the following information:
- Individuals who own 25% or more of the shares
- Managers who have actual control (even if they do not directly own shares)
- Identification information of these individuals and, in some cases, visual data of identification documents
FinCEN’s official BOI FAQ page provides the current framework regarding deadlines and exceptions:
FinCEN – BOI FAQs.
Submitting the BOI report late or providing incorrect information can lead to daily fines and, in certain cases, criminal liability. Corpenza addresses CTA and BOI compliance as a natural part of the incorporation files in international incorporation projects.
4.3. Bank account, licenses, and additional documents
When opening a company bank account, you typically present the following documents to the bank:
- Approved copy of Articles of Organization / Incorporation
- EIN approval letter
- Operating Agreement or Bylaws (showing authorized signatories)
- Identification documents and address verification of founders/partners
Depending on the field of activity, additional licenses and permits may be required; for example, in heavily regulated sectors such as finance, health, food, and logistics, licensing processes at both state and federal levels come into play. At this point, structuring the company formation files according to the expectations of licensing authorities accelerates the process.
5. International Workforce, Payroll, and Tax Optimization
5.1. Managing a global team with a U.S. company
After establishing a company in America, the main issue is to support this legal entity with a sustainable workforce model. Many entrepreneurs face the following questions:
- How will I payroll my remote team members in Europe and other countries?
- How will I ensure compliance with local and U.S. tax legislation while writing off salaries?
- How will I legally move my staff within Europe with temporary assignments (posted worker)?
Corpenza, with payroll and personnel leasing (temporary employment – posted worker) services, brings your company’s employees in different countries under contract, payrolls their salaries through its own structure, and makes it possible to reflect them as expenses for your company. Thus:
- You transition remote workers to a legal and transparent payroll structure
- You see predictable and auditable personnel expenses in the financial statements of the U.S. company
- You do not neglect employees’ local social security and tax obligations
5.2. Tax optimization: Don’t focus on a single country
When planning taxes in the U.S., focusing only on federal and state taxes can lead to overlooking double taxation agreements with Europe or your own country. However, in a global structure, you should consider the following topics together:
- U.S. federal tax regime (LLC, C-Corp, pass-through structures)
- State-based income, franchise, and sales taxes
- Double taxation prevention agreements and withholding rates
- Tax implications of residency or citizenship plans through investment
Corpenza aligns the structure in the U.S. with your companies in Europe and your personal tax situation through international accounting and tax optimization services. It organizes reporting calendars, payroll cut-off dates, and inter-country cash flow accordingly.
5.3. Residency, work permit, and golden visa connection
A U.S. company does not always mean direct U.S. residency; however, when your business plan and investment amount reach a certain level, it presents an important argument from an immigration law perspective. Similarly, if you are targeting golden visas, residency, or citizenship programs in Europe, your partnership and income structure in the U.S. company becomes an important part of your global financial profile.
At this point, Corpenza does the following:
- Systematically archives incorporation documents in a way that you can use in your future immigration file
- Reports global income, employment, and investment flows in a format compatible with golden visa or citizenship programs through investment
- Creates a comprehensive file for residency and work permits, including business plans, staffing plans, payroll, and investment documents
6. Developments in 2025, Compliance Calendar, and Next Steps with Corpenza
6.1. Regulatory topics to pay attention to by 2025
When establishing a company in America, the topics you must keep on your agenda from a 2025 perspective include:
- Corporate Transparency Act and BOI reporting deadlines
- New regulations regarding remote work in the U.S. and other countries where you operate
- The connection of the definition of beneficial owner with sanctions and anti-money laundering legislation
- Annual report, franchise tax, and tax filing dates (federal and state-based)
The U.S. tax calendar is updated at least once a year; it is important to periodically review official checklists to solidify your business. For example, the checklist prepared by the IRS for small businesses summarizes current obligations:
IRS – Checklist for Starting a Business.
6.2. Professionalizing documentation and compliance management
The topic of “documents” in establishing a company in America is not just a task related to the moment of establishment; it is a dynamic process. In a strong global structure, you need to continuously keep the following updated:
- Current Operating Agreement / Bylaws and decision texts
- Cap table, shareholder structure, and beneficial owner lists
- Payroll records, personnel contracts, and posted worker files
- Tax returns, financial statements, and transfer pricing documentation
Corpenza consolidates these files under a single roof and, in coordination with your advisors in the U.S., Europe, and other jurisdictions, creates a consistent structure for both regulatory compliance and reporting to investors.
6.3. Conclusion: When establishing a company in America, think not only about the ‘establishment’ but also about the global picture
Establishing a company in America is a critical step in the journey of global growth; however, it is not sufficient on its own. When you combine the company structure, workforce plan, payroll and personnel leasing models, tax optimization, and residency/work permit goals into a single file, you create a strong narrative in front of both investors and regulators.
Corpenza integrates this picture on your behalf with mobility, incorporation, residency permits, golden visas, citizenship through investment, international accounting, payroll, and personnel leasing (posted worker) services in Europe and globally. It makes establishing a company in America not an isolated transaction but the backbone of your global strategy.
If you are considering establishing a company in the U.S.; you need to evaluate which state, which structure, and which workforce model is the most appropriate for you based on your specific situation. At this point, establishing a long-term compliance and growth partnership, rather than a one-time transaction, would be the most rational approach.
