Cross-border US contracts for Asia-based founders

I am Sergei Tokmakov, a California attorney (CA Bar #279869). I live in Pattaya, Thailand, and have spent more than fourteen years writing US contracts, forming US entities, and resolving US-side disputes for founders based in Asia and the Russian-speaking world. This is the page on Terms.Law that I can write that almost no one else can. If you are operating from Bangkok, Ho Chi Minh City, Jakarta, Manila, Singapore, Tbilisi, Almaty, Yerevan, or Moscow, and you need US contract paper, a US entity, a Stripe-ready structure, or an attorney who can read the agreement in English and reply in Russian by the end of your business day, you have landed in the right place.

Matters I handle in this area

• US LLC and Corp formation for non-residents. Delaware LLC, Wyoming LLC, and California LLC and Corp. Operating agreement drafting in plain English. EIN application for non-resident owners. Registered agent setup. Bank-account onboarding strategy for Mercury, Wise, Brex, and Relay.
• Cross-border SaaS contracts. Reviewing US-customer paper for Asia-based vendors, and reviewing Asia-vendor paper for US customers. Particular attention to choice-of-law, choice-of-forum, withholding tax, and treaty-rate eligibility.
• Founder agreements between Asia-based co-founders forming a US entity. Stock or LLC interest split, vesting tied to milestones not just time, IP assignment that survives the move from a foreign developer agreement, and confidentiality terms that work across the relevant jurisdictions.
• Stripe, PayPal, and processor onboarding strategy. Which legal entity structure unlocks Stripe (Atlas is not the only path), where to incorporate, and how to handle the inevitable account-review questions. (I also handle frozen-funds disputes on a separate page; see the related links.)
• US customer demand letters for Asia-based founders. Unpaid US customers, breach by US counterparties, US-side IP disputes, and pre-arbitration posture from a California-licensed attorney.
• Russian-speaking client representation in US matters. Engagement letters, intake, and matter updates can be conducted in Russian. Deliverables are in English, as US-side counterparties require, with attorney commentary in Russian on request.
• Sanctions and OFAC posture for Russian-speaking founders. Reading where a particular structure sits relative to the General Licenses and the SDN list, and where it sits relative to UK, EU, and Singapore restrictions. This is screening and structuring, not regulatory licensing or representation in OFAC enforcement.
• Permanent establishment and tax-residence risk screening. Spotting the structures that create accidental US tax residency, US permanent establishment, or California-source income exposure for Asia-based operators. I am not a tax preparer; I refer to a US CPA partner where the matter requires a return position.

The recurring question: "Will a US LLC make my non-US operations a US tax problem?"

Short answer for the operator-level read: a single-member US LLC owned by a non-resident is, for federal income tax purposes, a disregarded entity. The LLC itself does not file an income tax return on its own; the foreign owner does, on a Form 1040-NR (or sometimes Form 1120 if the LLC has elected corporate treatment), with Form 5472 attached for any reportable transactions. There is no withholding obligation on services performed entirely outside the US by the foreign owner if no US trade or business is conducted in the US. The pitfalls are specific: a dependent agent in the US, a fixed place of business in the US, or US-source income from services performed in the US. Most Asia-based SaaS founders do not have those pitfalls; some do. I screen the structure for that pattern before I form the entity. This is structuring counsel, not a tax return position; for the return I refer to a US CPA.

Languages, time zone, and how the work actually flows

Engagement letters and substantive deliverables are in English. I work in Indochina time (UTC+7) and can typically reply during your business day. Russian-speaking clients can do intake, scope conversations, and matter updates in Russian; I will sign engagement letters in English (this is non-negotiable for California-licensed work). For Russian-speaking clients I retain a working translation glossary so technical terms map consistently across drafts. For Vietnamese, Thai, Indonesian, Filipino, and Mandarin-speaking clients, the working language is English; I keep deliverables short and plain, with no Latin-only legalese where a common-English equivalent exists.

Anonymized case studies

Controlling US authority I most often invoke

Cross-border matters touch many statutes. The recurring list:

• Cal. Civ. Code section 1646.5 and Cal. Civ. Code section 1646, on choice-of-law in cross-border contracts.
• Cal. Code Civ. Proc. section 410.10, on California long-arm jurisdiction over foreign defendants.
• Cal. Code Civ. Proc. sections 1713 to 1724 (the Uniform Foreign-Country Money Judgments Recognition Act), on enforcement of foreign judgments in California.
• Cal. Civ. Code section 1670.5, unconscionability, as a check on aggressive US-side terms imposed on Asia-based vendors.
• Cal. Bus. and Prof. Code section 17200, where US-side conduct toward an Asia-based counterparty crosses into unfair competition territory.
• Cal. Lab. Code section 925, on choice-of-law and choice-of-forum clauses adverse to California-resident employees.
• Cal. Bus. and Prof. Code section 16600 and the 2024 amendments at 16600.1 and 16600.5, on California's non-compete prohibition (relevant when Asia-based co-founders or developers are restricted from US-side competition).
• 26 U.S.C. section 7701(b), US tax residency tests, and Treasury Regulation section 301.7701-3 (entity classification election).
• 26 U.S.C. section 6038A and Form 5472, reporting for foreign-owned US disregarded entities.
• 26 U.S.C. section 1441 et seq., withholding on payments to non-resident persons, and the applicable income tax treaties (US-Vietnam, US-Thailand, US-Indonesia, US-Philippines, US-Singapore, US-Kazakhstan; the US-Russia treaty's reduced rates were partially suspended in 2024 - I check current Treasury notices before relying on any treaty rate).
• OFAC regulations (31 C.F.R. parts 510-598), including the Russia-related General Licenses currently in effect and the SDN List screening obligations.
• EAR (15 C.F.R. parts 730-774), where the US-side counterparty's products or services may be export-controlled.
• UN Convention on Contracts for the International Sale of Goods (CISG), when the cross-border contract concerns goods and the parties have not opted out.
• AAA International Centre for Dispute Resolution (ICDR) Rules and the New York Convention (1958), governing recognition and enforcement of arbitral awards across the relevant Asian jurisdictions.
• Delaware General Corporation Law and Delaware LLC Act, for Delaware-formed entities.
• Wyoming LLC Act (W.S. 17-29-101 et seq.), for Wyoming LLCs (frequently the right structure for single-member non-resident-owned LLCs).

Sanctions regimes and tax treaty status change. I verify current OFAC General Licenses and current Treasury notices on suspended treaty provisions before relying on either in a client deliverable.

Sample claims and contract issues I check

• Choice-of-law: is the contract governed by California, Delaware, New York, or somewhere else, and is the choice enforceable.
• Choice-of-forum: state court, federal court, AAA Commercial, AAA ICDR, JAMS International, or HKIAC / SIAC; what is the practical enforcement path against the foreign party.
• Currency clause: who carries currency-conversion risk, and is the payment-day rate or contract-day rate controlling.
• Withholding tax language: is the contract a "gross-up" contract or does the foreign party bear the withholding net of treaty rate.
• IP assignment chain: does pre-formation IP flow cleanly into the US entity, and is the assignment recognized in the source jurisdiction.
• Sanctions and export controls: is there a representation, and does it match the actual SDN/EAR posture.
• Permanent establishment risk: does the contract structure or the operational pattern create a US PE for the foreign party.
• Translation clause: which language version controls if a translation is delivered.
• Service of process: is there a designated US-side agent for service on the foreign party.
• Notice clause: which addresses and which delivery method (courier, email, certified mail) qualify as notice across the relevant jurisdictions.

Typical fee ranges

State filing fees are billed at cost in addition to the formation flat fee. I tell you the all-in number before you pay.

The Russian-speaking client experience, written out

Russian-speaking founders relocating from the post-2022 Russian, Belarusian, or Ukrainian context have a specific cluster of legal questions that almost no US attorney is set up to answer in time-zone-friendly Russian. The questions are concrete: can I form a US LLC with a Russian passport, will the bank onboard me, does the Stripe risk team flag the account, do I need to disclose my prior tax residency to the IRS, what is my exposure if I retain residual ownership in a Russian-side entity, and how do I structure the US entity to remain outside the scope of US sanctions and outside the scope of EU and UK sanctions in parallel. The answers depend on the specific passport, the specific second-country residency, the specific source of funds, the specific OFAC General License posture, and the bank's specific KYC policy. I read those layers together because I have done it for many clients over the last three years, in Russian.

I do not provide OFAC enforcement representation and I do not provide tax-return work. What I provide is structuring counsel: I look at the proposed structure, the proposed funds flow, and the proposed counterparties, and I tell the client where the friction is going to come from and what posture reduces it. For many Russian-speaking clients the realistic posture is a non-Russian secondary residency (Georgia, Armenia, Kazakhstan, UAE, Thailand, Vietnam, Indonesia), a non-Russian primary tax residency, a US LLC formed under that secondary residency, and Stripe, Wise, or Mercury onboarded against the secondary residency documents. The posture is buildable; the client should expect questions from the bank and from the processor's risk team along the way.

What I will and will not say in Russian

Intake conversations, status updates, scope discussions, and informal "how do we read this clause" walkthroughs are available in Russian. The engagement letter is in English. Court filings, demand letters, contracts, and any document that ultimately goes to a US-side counterparty, court, regulator, or platform are in English. Russian-language versions of those documents can be prepared as a convenience for the client, but the English version is the binding version. This is the same approach a large firm with a CIS desk would take; the difference is response time and price.

Common pitfalls I see in the first cross-border engagement

• Wrong entity type. Founders form a Delaware C-corp before they have any US revenue or US investor interest. A Wyoming or Delaware single-member LLC is usually a better starting point for the first 18 months, then a clean Delaware C-corp conversion when an institutional round is realistic.
• Stripe Atlas without thinking about ownership. Stripe Atlas forms a Delaware C-corp for non-resident founders. For many Asia-based founders this is the right answer; for some it triggers tax complexity that a single-member LLC would avoid.
• Missing Form 5472 filing. Single-member US LLCs owned by foreign persons must file Form 5472 for reportable transactions. Penalties for non-filing start at $25,000 per year and stack. Most Asia-based founders do not learn about this until year two.
• Missing EIN. Founders try to onboard banks or processors without an EIN, then are stalled for weeks. The EIN application for non-resident-owned LLCs has a specific path (mail or fax SS-4 with no SSN/ITIN); it takes patience but it works.
• Customer contracts under the wrong entity. Founders sign customer contracts under their personal name or under a foreign entity, then form the US LLC later. The customer relationship is then either with the wrong entity or has to be re-papered. Assignment language in the original contract often resolves this; sometimes it does not.
• No IP assignment from pre-formation work. Pre-formation code, designs, and content are owned by whoever wrote them, not by the new entity, until an IP assignment is signed. Investors will catch this in diligence. Solving it before the diligence call is much cheaper than solving it during.
• Sanctions self-screening that is not actually screening. Founders search their name on the SDN list and decide they are clear. The SDN list is one of dozens of restricted-party lists across US, UK, EU, and Asia-Pacific regimes. Structured screening (an attorney's review against the consolidated lists and the applicable General Licenses) is a different exercise than a name search.

Frequent questions from Asia-based and Russian-speaking founders

Will the US LLC make me a US tax resident? No. The entity does not create tax residency for its owner. Tax residency depends on the substantial presence test (days in the US) and other facts. Owning a US LLC from outside the US does not change your tax residency.

Do I need an ITIN? Not always. For most non-resident-owned single-member LLCs, the EIN is sufficient and an ITIN is not required for the entity-level work. An ITIN may be required for the owner's personal Form 1040-NR filing if a return is needed. Bank and processor onboarding sometimes accepts the EIN alone; sometimes the bank asks for the owner's ITIN. I tell clients which path the chosen bank expects.

Can I open a US bank account remotely? Mercury, Wise, Brex, and Relay onboard non-resident-owned US LLCs remotely subject to KYC review. Traditional US banks (Chase, Bank of America, Citi) usually require in-person visits. I introduce clients to bankers at the remote-friendly providers; I do not have a referral arrangement and I do not receive a referral fee.

What if Stripe declines my application? First, do not re-apply repeatedly. Second, request specifics. Third, consider PayPal Business, Wise Business, Mollie, or Adyen as alternatives, depending on your product and customer base. Stripe's risk team is often the most cautious among the major processors; a Stripe decline does not mean the merchant is not bankable.

When to engage me, when to handle it internally, when to go to a large firm

Engage me when you are an Asia-based or Russian-speaking founder who wants a California-licensed attorney who actually answers in your time zone, who has formed dozens of US LLCs and Corps for non-residents, and who can read a US-favorable agreement and tell you in plain English what to push back on. Founders who have tried "Stripe Atlas plus a US attorney by email" and found the response time unworkable are exactly who I am set up to serve.

Handle it internally when you are a single-founder, single-product operator and your US revenue is under roughly $5,000 a month. At that scale a clean Stripe Atlas formation, a one-page consulting agreement, and a paid bookkeeper is usually a better use of your money than a custom-drafted contract suite. Revisit when you have your first enterprise customer or your first dispute.

Go to a large firm when you are raising a Series A or larger from US institutional investors who require a top-tier startup firm on the cap table for due diligence comfort, when you have triggered an OFAC enforcement inquiry, or when you are litigating a multi-jurisdictional dispute with parallel proceedings in the US and an Asian forum. For Series A startup work, Cooley, Gunderson, Wilson Sonsini, Fenwick, and Orrick are the standard names. Hire one of them for the round; engage me before that point to prepare the entity, the IP chain, and the customer paper so the round can actually close on the round's timeline.