Foreign founder building a US business? Get the entity, EIN, banking, contracts, and tax compliance right the first time.
I have advised hundreds of foreign founders entering the US market on Delaware / Wyoming / California entity selection, EIN and ITIN sequencing, US bank and Stripe access, the SaaS / e-commerce / services contract stack, and how the choices made today affect downstream visa paths and tax filings. Flat-fee packages, no contingency.
CA Bar #279869Flat-fee packagesDelaware / Wyoming / California15+ years business law
AI Legal Analyst
Ask my AI Legal Analyst about starting your US business?
Tap a question for an instant, free answer (no email needed), or describe your situation and the analyst routes you to the right next step. Answers cover entity choice, EIN and banking sequencing, foreign-owned-LLC tax filings, contracts, and how the visa path interacts with the structure.
Common foreign-founder questions, always free
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Three flat-fee packages
Many foreign-founder matters should start with a written case-evaluation memo. The other packages stack on once the entity, banking, and contract picture is clear.
Foreign-Founder Case Evaluation Memo
$575 flat fee
5 business days
Attorney-written memo addressing your specific situation. Covers entity recommendation, EIN / ITIN sequencing, banking and Stripe options, applicable tax filings (including Form 5472 for foreign-owned LLCs), contract-stack priorities, and where the visa path interacts with the structure.
Full formation package: Delaware C-Corp or Wyoming LLC (your choice based on the case evaluation), EIN application via SS-4 fax, US registered agent setup for the first year, basic operating agreement or bylaws, and a starter contract template (MSA or TOS).
Entity formation filed in chosen state
EIN application via SS-4 fax (or online if SSN available)
US registered agent for the first year (or guidance on setting up your own)
Operating agreement (LLC) or bylaws and stock issuance (Corp)
IP assignment from founder to entity
One starter contract template (MSA or TOS) tailored to your business model
You live outside the US and are starting or expanding a US-facing business
You need an entity that lets you accept Stripe / PayPal payments and contract in dollars
You want a written legal framework before forming the entity, not after
You are a SaaS founder, e-commerce operator, services firm, or established foreign company opening a US subsidiary
You may pursue a US visa (E-2 / L-1 / O-1 / EB-5) and want the entity choice to support the path
This isn't for you if:
You need an immigration petition filed (I refer to specialty immigration counsel)
You need US tax returns prepared (I work with specialty CPAs and refer)
You are operating in a heavily regulated sector (crypto, money transmission, securities) without prior compliance counsel
You want a one-day formation with no legal analysis (formation services like Stripe Atlas, Firstbase, or a registered-agent-only filing fit better)
What to send with your first email
You do not need to organize everything perfectly. The fastest way to evaluate the matter is to send the core documents and a short timeline.
Country of citizenship + current location: where you live now and your passport country.
Business description: one paragraph on what the business does, who the customers are, and how it makes money.
Capital plan: bootstrapped, raising friends-and-family, planning a priced round, or using existing foreign-business cash flow.
Visa intentions: are you planning to spend time in the US (E-2, L-1, O-1, EB-5)? If not, will you operate fully remote?
Existing foreign entity: if you already operate a foreign business, the entity name, country, and what it does. Relevant for L-1 and tax-treaty analysis.
Existing US assets: any US bank account, EIN, ITIN, prior US filings, or US co-founders.
Timeline: when do you need to be operational, hiring, accepting payment, or filing for a visa.
Your goal: what outcome are you looking for, such as a written legal evaluation, a contract draft, a demand letter, a filing, ongoing advisory, or something else.
My approach
Foreign-founder matters turn on the interaction of entity choice, banking access, tax compliance, contract stack, and visa path. Decisions made early in any one of these affect the others; the case-evaluation memo aligns them at the start.
Step 1
Send your situation
Email a one-paragraph description of the business, your country, your visa intentions, your capital plan, and any existing US footprint (bank accounts, EIN, ITIN, US co-founders).
Step 2
Case-evaluation memo
Within 5 business days I deliver a written memo with the entity recommendation, EIN / ITIN sequence, banking analysis, tax-filing scope, and contract-stack priorities.
Step 3
Execution
Either the formation package, the full legal stack, or specific pieces a la carte. Each next step is flat-fee with no obligation.
Before you contact me or take action
Do not form a US entity until you have decided whether you are on a venture-capital track. Switching from LLC to C-Corp later is doable but adds friction; getting it right at the start is faster.
Do not commit to a Stripe / PayPal account in your personal name. Once flagged as a non-business processor, the account often cannot be migrated to the entity later.
Do not transfer IP into the entity informally. Get a written IP-assignment agreement signed at incorporation; it matters for investors, acquirers, and visa filings.
Do not assume the US LLC has zero US tax filing. Form 5472 + pro-forma 1120 is required for foreign-owned LLCs even with zero US tax owed, and the late-filing penalty is $25,000.
Do not coordinate the entity decision separately from the visa decision. The two interact, especially for E-2 (active investment) and L-1 (qualifying foreign parent).
Recent client results
"Sergei's memo saved me from forming a Delaware C-Corp when a Wyoming LLC was the right choice for my service business. The visa-path coordination alone was worth the fee."
Foreign founder, services business, anonymized. Entity decision corrected before formation
"I was about to set up Stripe in my personal name. Sergei's case-evaluation memo flagged that and walked me through the EIN-fax timeline so I could plan around the 6-week wait."
SaaS founder, anonymized. Banking and processor structure aligned with entity
"The Form 5472 issue would have caught me with a $25,000 penalty. I had no idea US LLCs with foreign owners file even at zero tax. The memo flagged it and the CPA referral handled the filings."
E-commerce founder, anonymized. Tax-compliance gap closed
I have been a California-licensed business attorney since 2011 (CA State Bar #279869) and have advised hundreds of foreign founders on US entity formation, contract stacks, and downstream tax and visa coordination. I work flat-fee for the pre-execution evaluation and the formation packages so you know what each piece costs before the work starts.
Immigration filings and US tax-return preparation are referred to specialty counsel. The work I do is the business-law layer that ties those pieces together.
Frequently asked questions
Should I form a Delaware C-Corp or a Wyoming LLC?
Delaware C-Corp is the default for venture-capital-track startups. Wyoming LLC is a strong choice for service businesses, e-commerce, and SaaS without near-term equity-raise plans. The case-evaluation memo addresses this with your specific facts: capital plans, business model, tax residency, and visa intentions all matter.
How long does it take to get an EIN as a foreign founder without an SSN?
Online EIN applications require an SSN. Without one, the SS-4 form is filed by fax (typical processing: 4-8 weeks) or sometimes by phone through the IRS international line. ITIN can be obtained separately through a Certified Acceptance Agent if needed.
Can I open a US bank account without visiting the US?
Yes. Mercury, Relay, and Wise all serve foreign founders without requiring an in-person visit. Traditional banks (Chase, BofA, Wells Fargo) often require an in-person visit. The case-evaluation memo identifies which fits your situation.
My foreign-owned US LLC has zero US income. Do I still file US tax forms?
Generally yes. A foreign-owned single-member LLC is a 'reportable corporation' under IRC § 6038A and must file Form 5472 attached to a pro-forma 1120 each year. The penalty for failure to file is $25,000. State filings and franchise-tax obligations apply separately.
Will forming a US business help me get a visa?
Owning a US business does not give you a visa, but it can support a path. E-2 (treaty investor) requires a substantial investment in an active business. L-1 (intracompany transfer) requires a qualifying foreign parent. O-1 (extraordinary ability) and EB-5 (investor green card) are separate. The entity choice should be coordinated with the visa strategy, but I refer immigration filings to specialty counsel.
What contracts do I need before I start accepting US customers?
It depends on the business. SaaS typically needs a Master Subscription Agreement or TOS, a Privacy Policy, a DPA where applicable, and an AI Use Addendum where applicable. Services firms need an MSA. E-commerce needs Terms of Sale and a Privacy Policy. The case-evaluation memo identifies the priority list for your business model.
The first six legal questions every foreign founder needs answered
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.
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.
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.
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.
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.
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
Tap a pattern to see the typical structure I recommend for it.
Pattern 1: SaaS / app developer
Building a US-facing SaaS or mobile app from abroad. Wants Stripe access, US-customer contracts, and credibility with US investors.
Tap for the typical structure ↻
Typical structure
Founder is in India, Brazil, the UK, or another country, building a US-facing SaaS or mobile app. 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.
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Pattern 2: E-commerce / DTC brand
Selling physical products into the US through Amazon, Shopify, or a direct-to-consumer site.
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Typical structure
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.
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Pattern 3: Service business to US clients
Runs an agency, consulting practice, or boutique services firm abroad and wants to invoice US clients in dollars.
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Typical structure
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.
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Pattern 4: E-2 or L-1 visa entry
Choosing entity structure with the visa path in mind from day one.
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Typical structure
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.
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Pattern 5: Foreign parent into the US
An established foreign company opening a US subsidiary, branch, or sales office.
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Typical structure
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.
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Pattern 6: Crypto / Web3 founder
Building a crypto or Web3 product with US users, where the regulatory perimeter drives everything.
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Typical structure
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 refer out to a specialty fintech / securities firm for the regulatory layer.
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First-30-days action checklist for a foreign founder entering the US market
Decide the operating model. Where will customers be? Who will hire? Who will receive payment? What is the path to scale?
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.
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).
Open the US bank account. Mercury, Relay, Wise, or a traditional US bank. Each has different rules for foreign founders.
Set up payment processing. Stripe, Square, PayPal. Verify the entity, banking, and EIN are aligned.
Build the contract stack. MSA / TOS, Privacy Policy, DPA where applicable, AI Use Addendum where applicable, contractor agreement template, NDA template.
Tax filings. Form 5472 + pro-forma 1120 for foreign-owned LLCs. State filings. Sales-tax registration if e-commerce.
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.
Delaware C-Corp vs Wyoming LLC vs California, based on your business model, capital plans, and visa intentions.
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EIN / ITIN / Banking Sequence
The order to do EIN, ITIN, banking, and payment processing as a foreign founder, plus realistic timelines.
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Visa Path Quick Check
5 questions to identify which US visa path (E-2 / L-1 / O-1 / EB-5) most likely fits your facts.
Entity Decision Tree
Answer four questions. The output suggests the most common entity choice for that pattern.
EIN / ITIN / Banking Sequence
Have an SSN, ITIN, both, or neither? The output gives the right sequence and realistic timelines.
Visa Path Quick Check
This is a screening tool, not a visa opinion. Immigration is fact-specific and I refer out to immigration counsel for the formal analysis.
Want a written answer before you decide what to do?
Email owner@terms.law with your country, business model, capital plan, visa intentions, and any existing US footprint. I will tell you whether the $575 case-evaluation memo is the right first step or whether the matter is not a fit for my flat-fee model.
