Forming a Company in the USA: Administrative Procedures

Published on October 22, 2025 and written by Cyril Jarnias

Dreaming of conquering the American market and establishing your business in the United States? This comprehensive guide walks you step-by-step through the administrative procedures for creating your company across the Atlantic. Discover the key steps, essential documents, and expert advice to successfully expand into the USA.

The American Dream Within Reach: Why Create a Company in the United States?

Before diving into the administrative aspects, it’s important to understand the benefits of establishing a presence in the United States. The American market offers unique opportunities for entrepreneurs worldwide:

A vast and dynamic market: With over 330 million consumers and a GDP exceeding $21 trillion, the United States represents the largest consumer market in the world. This size offers significant growth potential for businesses, regardless of their size or industry.

A business-friendly environment: The United States is renowned for its entrepreneurial culture and regulatory framework favorable to businesses. The country consistently ranks among the best in the world for ease of doing business, with simplified procedures for company formation and easier access to funding.

An innovation and technology hub: Regions like Silicon Valley in California or the Research Triangle in North Carolina are global centers of innovation, attracting top talent and investors from around the world. Establishing a presence in the United States provides access to this dynamic ecosystem and the latest technological advancements.

A gateway to the international market: A presence in the United States can serve as a springboard for international expansion. American trade agreements and the reputation of US-based companies often facilitate access to other global markets.

Popular Legal Structures: Choosing the Right Status for Your American Company

The choice of legal structure is a crucial decision that will influence many aspects of your business, from taxation to legal liability. Here are the most common options for foreign entrepreneurs looking to establish themselves in the United States:

Limited Liability Company (LLC): Flexibility and Protection

The LLC is one of the most popular structures for foreign entrepreneurs. It offers several advantages:

• Protection of owners’ personal liability
• Flexibility in management and profit distribution
• Favorable taxation with the ability to choose the tax regime
• Relatively simple administrative formalities

Creation procedure: To create an LLC, you’ll need to choose a state of incorporation, file “Articles of Organization” with the Secretary of State, obtain a tax identification number (EIN) from the IRS, and draft an “Operating Agreement” detailing the company’s internal operations.

Corporation (Inc.): Ideal for Rapid Growth Ambitions

The Corporation is a more formal structure, suitable for businesses aiming for rapid growth or an initial public offering:

• Structure familiar to investors, facilitating fundraising
• Ability to issue shares and attract investors
• Increased credibility with partners and clients
• Clear separation between ownership (shareholders) and management (directors)

Creation procedure: Creating a Corporation involves filing “Articles of Incorporation,” appointing a board of directors, adopting bylaws, and issuing shares. The formalities are generally more complex than for an LLC.

Branch Office: An Extension of Your Existing Business

For foreign companies wanting to establish a presence in the United States without creating a separate legal entity, the Branch Office can be an option:

• Continuity with the parent company
• Relative administrative simplicity
• Possibility to deduct certain Branch losses from the parent company’s income

Warning: The Branch Office does not offer limited liability protection and may expose the parent company to legal and tax risks in the United States.

The Administrative Journey: Key Steps to Create Your American Company

Creating a company in the United States follows a well-defined process. Here are the essential steps to follow to bring your project to fruition:

1. Choose the State of Incorporation: A Strategic Decision

The choice of state where you register your company is crucial. Each state has its own laws, taxes, and benefits. The most popular states for incorporation are:

• Delaware: Renowned for its business-friendly legal system and favorable taxation
• Nevada: No corporate income tax and strong privacy protection
• Wyoming: Low incorporation fees and no corporate income tax

Factors to consider: Incorporation costs, annual taxes, reporting requirements, privacy protection, and business law jurisprudence.

2. Obtain a Tax Identification Number (EIN)

The EIN (Employer Identification Number) is the American equivalent of the SIRET number. It is essential for:

• Opening a business bank account
• Hiring employees
• Paying federal taxes
• Conducting business transactions

Procedure: The EIN application is made to the Internal Revenue Service (IRS), usually online. For foreign entrepreneurs, an application by phone or mail may be necessary.

3. Designate a Registered Agent

Every state requires a company to have a registered agent, a person or company responsible for receiving official and legal documents on behalf of the company. This agent must have a physical address in the state of incorporation.

Importance: The registered agent ensures that your business remains compliant with the state’s legal requirements and receives all important communications from authorities.

4. Open a Business Bank Account

Opening a bank account in the United States is a crucial step for managing your business finances. You will need:

• Your EIN
• Your company’s incorporation documents
• A valid ID
• Proof of address in the United States (often that of your registered agent)

Tip: Some banks offer specific services for foreign entrepreneurs. Inquire about available options and compare banking fees.

5. Obtain Necessary Licenses and Permits

Depending on your activity and location, you may need specific licenses or permits. These requirements vary considerably from state to state and industry to industry.

Necessary research: Consult local and state authority websites to identify the licenses required for your activity. Don’t hesitate to enlist a local attorney to ensure you don’t miss anything.

Essential Documents: The Perfect File for Your American Company

Preparing your administrative file is a crucial step in creating your company in the United States. Here are the key documents you will need, depending on the chosen legal structure:

For an LLC (Limited Liability Company)

• Articles of Organization: This official document registers your LLC with the state. It typically includes the LLC’s name, address, the name and address of the registered agent, and sometimes the intended duration of the business.
• Operating Agreement: Although not mandatory in all states, this internal agreement is highly recommended. It defines the management structure, members’ rights and responsibilities, as well as decision-making procedures and profit distribution.
• EIN Confirmation Letter: The letter from the IRS confirming your tax identification number (EIN).
• Certificate of Good Standing: This certificate, obtained from the Secretary of State, proves that your LLC is in good standing and authorized to do business in the state.

For a Corporation

• Articles of Incorporation: Similar to the Articles of Organization for an LLC, this document officially registers your Corporation with the state.
• Bylaws: These internal statutes detail the Corporation’s governance rules, including the board of directors’ structure, voting procedures, and officers’ responsibilities.
• Stock Certificates: Documents attesting to the ownership of the Corporation’s shares.
• Initial Resolutions: These board of directors resolutions establish the first important decisions, such as opening a bank account or appointing officers.
• EIN Confirmation Letter: As with the LLC, the confirmation of your tax identification number.
• Certificate of Good Standing: Proof that your Corporation is in good standing in the state of incorporation.

Additional Documents for All Entity Types

• Business Licenses and Permits: Depending on your activity and location, you may need specific licenses (e.g., retail sales license, health permit for restaurants, etc.).
• Registered Agent Acceptance: A document confirming that your registered agent agrees to represent your business.
• Foreign Qualification Certificate: If you operate in states other than your state of incorporation, you will need to obtain this certificate for each additional state.
• Employer Identification Documents: If you plan to hire, you will need additional documents for employment and taxation, such as Form I-9 for employment eligibility verification.

Expert advice: Always keep digital and physical copies of all these documents in a safe place. Some documents, like the Certificate of Good Standing, may need to be renewed periodically.

Navigating Compliance Waters: Ongoing Obligations for Your American Company

Creating your company in the United States is just the beginning of the adventure. To keep your business compliant and avoid costly penalties, you must meet certain ongoing obligations. Here are the key points to monitor:

Annual Reports and Renewals

Most states require the filing of an annual report to maintain your business’s active status:

• Content: Generally, these reports include basic information like the business address, names of officers or members, and sometimes a summary of activities.
• Deadlines: Due dates vary by state. For example, in Delaware, the annual report is due March 1st for Corporations and June 1st for LLCs.
• Fees: Filing is usually accompanied by fees, which can vary significantly from state to state.

Consequences of non-compliance: Failure to file can result in financial penalties, loss of your business’s “good standing” status, or even administrative dissolution.

Federal and State Tax Obligations

American taxation can be complex, with obligations at both the federal and state levels:

• Federal filings: Depending on your business structure, you will need to file federal tax returns (e.g., Form 1120 for Corporations, Form 1065 for multi-member LLCs).
• State taxes: Each state has its own tax requirements, which may include corporate income tax, franchise tax, or other specific taxes.
• Sales taxes: If you sell goods or certain services, you will likely need to collect and remit sales tax to the state.

Tax advice: Given the complexity of the American tax system, it is highly recommended to work with an accountant familiar with the tax obligations of foreign companies operating in the United States.

Record Keeping and Accounting Maintenance

Good record keeping is essential not only for legal compliance but also for effective business management:

• Financial records: Keep detailed records of all transactions, income, and expenses.
• Meeting minutes: For Corporations, document all important board of directors and shareholder meetings.
• Contracts and agreements: Keep copies of all contracts, leases, and other important agreements.

Retention period: Generally, it is recommended to keep these documents for at least 7 years, although some documents may require longer retention.

Employment Compliance

If you hire employees in the United States, you must comply with federal and state labor laws:

• Withholdings: You must withhold and pay federal and state payroll taxes, as well as Social Security and Medicare contributions.
• Unemployment insurance: Registration and payment of state and federal unemployment insurance contributions.
• Quarterly reports: Filing quarterly wage and tax reports (e.g., IRS Form 941).

Warning about classifications: The distinction between employees and independent contractors is crucial. Misclassification can result in significant penalties.

Conclusion: Your Passport to Entrepreneurial Success in the United States

Creating a company in the United States is an exciting adventure that opens the door to immense opportunities. Although the process may seem complex at first, a methodical and well-informed approach can greatly facilitate your journey.

Summary of key points:

• Choose your legal structure wisely based on your long-term goals.
• Strategically select your state of incorporation by weighing tax and legal benefits.
• Meticulously prepare all necessary documents for a smooth creation.
• Remain vigilant about ongoing obligations to keep your business compliant.
• Don’t hesitate to enlist local professionals to navigate the subtleties of the American system.

The path to success: Remember that creating your company is just the beginning. The real challenge – and opportunity – lies in how you will grow your business in the American market. Stay flexible, constantly learn, and be ready to adapt your strategy to the realities on the ground.

An investment for the future: Although administrative procedures may sometimes seem tedious, consider them a crucial investment for the future of your business. A solid and compliant foundation will allow you to focus on what really matters: growing your business and realizing your entrepreneurial vision in the United States.