Foreign founder building a US business? Get the entity, EIN, banking, contracts, and tax compliance right the first time.

The first six legal questions every foreign founder needs answered

1. Which entity? Delaware C-Corp is the default for VC-track startups. Wyoming LLC is a strong choice for service businesses, e-commerce, and SaaS without near-term equity-raise plans. California LLC or Corp is appropriate when the operations and customers are in California. The decision depends on capital plans, tax residency of the founder, anticipated investor preferences, and what the business actually does.
2. EIN, ITIN, banking, payment processing. Without a US Social Security Number, the EIN application requires an SS-4 by mail or fax, which can take 4-8 weeks. ITIN issuance through a Certified Acceptance Agent is faster. US bank accounts and Stripe / PayPal access depend on the entity type, EIN status, and whether you have a US address. Mercury, Wise, Relay, and Mercury all serve foreign founders, but each has its own rules.
3. US tax exposure. A foreign-owned US LLC has reporting obligations even with zero US tax (Form 5472 and pro-forma 1120). A foreign-owned C-Corp pays US corporate tax on US-source income. The choice affects compliance burden, tax rates, treaty benefits, and the path to eventual immigration.
4. Visa overlap. Owning a US business does not give you a visa. E-2 (treaty investor), L-1 (intracompany transfer), O-1 (extraordinary ability), and EB-5 (investor green card) are common paths. The entity structure, capital deployment, and operational model affect which path is viable. Most decisions made early have downstream visa consequences that are hard to reverse.
5. Founder agreements and IP assignment. If there are co-founders, splits, vesting, IP assignment, and transfer restrictions need to be addressed before the first check or first hire. The cost of fixing this later is always higher than getting it right now.
6. Customer-facing contracts. Master Services Agreement, Terms of Service, Privacy Policy, Data Processing Addendum, AI Use Addendum where applicable. The standard SaaS stack is a known quantity; a foreign founder running US-facing operations needs the same stack a US founder needs, with attention to data-residency obligations under EU and UK regimes if there is any cross-border use.

Common foreign-founder fact patterns

Pattern 1: SaaS / app developer building for the US market

Founder is in India, Brazil, the UK, or another country, building a US-facing SaaS or mobile app. Wants Stripe access, US-customer-facing contracts, and to look professional to US investors and customers. The right starting point is typically a Delaware C-Corp or Wyoming LLC, an EIN, a US registered agent and address, a Mercury or Relay account, the SaaS legal stack (MSA + TOS + Privacy + DPA + AI Use Addendum where applicable), and a 1099/contractor framework for any US help.

Pattern 2: E-commerce / DTC brand selling into the US

Founder wants to sell physical products into the US through Amazon, Shopify, or a direct-to-consumer site. The entity choice affects sales-tax registration, marketplace facilitator obligations, product liability, FDA/FTC compliance for regulated categories, and whether the founder needs a US warehouse / 3PL relationship. Common structure: Wyoming LLC for the operations entity, Delaware C-Corp later if the brand starts raising venture capital.

Pattern 3: Service business expanding to US clients

Founder runs a successful agency, consulting practice, or boutique services firm abroad and wants to invoice US clients in dollars without the friction of foreign-bank wires and forex. Often the right structure is a US LLC owned by the foreign founder or by the foreign operating entity, used as the contracting vehicle, with a clean MSA template and a tax-treaty analysis to avoid double taxation.

Pattern 4: Founder planning E-2 or L-1 visa entry

Founder is choosing entity structure with the visa path in mind. The E-2 visa requires substantial investment in a real, active US business. The L-1 visa requires a qualifying foreign parent and a US subsidiary or branch. The choices made at entity formation can either preserve or foreclose these paths.

Pattern 5: Foreign parent acquiring or expanding into US operations

An established foreign company is opening a US subsidiary, branch, or sales office. The decision tree covers entity type, transfer pricing exposure, employment law for US hires, contracts with the foreign parent, and IP assignment between parent and subsidiary. Tax and immigration coordination is essential.

Pattern 6: Crypto / Web3 founder with US users

The regulatory perimeter (BSA, FinCEN, MTL, securities, commodity futures) is fact-specific and can foreclose certain structures entirely. The case evaluation memo identifies which regulatory regime applies and what the entity / banking / contracts framework needs to look like. This is one of the few cases where I will refer out to a specialty fintech / securities firm for the regulatory layer.

First-30-days action checklist for a foreign founder entering the US market

1. Decide the operating model. Where will customers be? Who will hire? Who will receive payment? What is the path to scale?
2. Pick the entity. Delaware C-Corp for VC track. Wyoming LLC for service / e-commerce / non-VC SaaS. California Corp or LLC if operations are California-based. The case-evaluation memo addresses this with the founder's specific facts.
3. Form the entity, EIN, and registered agent. File the certificate of formation, get a US registered agent, apply for the EIN (SS-4 by mail or fax for non-SSN founders, or ITIN through a Certified Acceptance Agent if needed first).
4. Open the US bank account. Mercury, Relay, Wise, or a traditional US bank. Each has different rules for foreign founders.
5. Set up payment processing. Stripe, Square, PayPal. Verify the entity, banking, and EIN are aligned.
6. Build the contract stack. MSA / TOS, Privacy Policy, DPA where applicable, AI Use Addendum where applicable, contractor agreement template, NDA template.
7. Tax filings. Form 5472 + pro-forma 1120 for foreign-owned LLCs. State filings. Sales-tax registration if e-commerce.
8. Immigration analysis. If the founder will spend time in the US, run an E-2 / L-1 / O-1 / EB-5 analysis to align entity structure with the visa path.