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05.09.2023 Legal News

Guide for Foreign Companies Establishing Operations in the United States (Checklist)

Williams Mullen has prepared a checklist that covers the major business and legal issues to be considered by foreign companies wishing to establish business operations in the United States.

It is intended as a starting point for analysis in this area but is not intended as a definitive analysis of these issues. If the reader has any questions about the topics discussed, please contact a Williams Mullen attorney for more information.

We have also prepared a full guide that dives deeper into each of the items found on the below checklist. If you would like to download that guide, click here.

Checklist for Setting Up an Office in the United States

Form U.S. entity, preferably with limited liability. In connection with the formation of a corporation:

  • Adopt Articles of Incorporation; Bylaws; Organizational Minutes.
  • Appoint board of directors (1 or more persons).
  • Appoint officers (president, secretary, treasurer).
  • Issue shares to owners or parent corporation.

Conduct trademark (name) search; verify that company name and important product names are not used by other parties; file trademark application to protect company name, logo and key product names.

Reserve and apply for internet domain names.

Apply to Internal Revenue Service to obtain Employer Identification Number; register with state tax authorities.

  • Normally parties apply for the Employer Identification Number on IRS Form SS-4, Application For Employer Identification Number.
  • If the signatory executing Form SS-4 does not have a social security number, such party must apply for an IRS Individual Taxpayer Identification Number on IRS Form W-7, Application For IRS Individual Taxpayer Identification Number.

File local company registrations.

  • If a company is incorporated under the laws of one state (e.g., Delaware) and has offices in a second state, it must file registration documents in the second state referred to as “Qualification of Foreign Corporation To Conduct Business”.
  • Local city or county registration.

Execute documentation for lease or purchase of real estate facilities required for U.S. operations.

Open bank account.

Obtain visas for key foreign persons who will be working in the U.S. or will help in setting up the U.S. office; comply with I-9 and E-Verify procedures for verifying the identity and work authorization of each new hire.

Hire initial employees; begin process for federal and state tax withholding, FICA and similar items.

Arrange for employee health insurance and other insurance.

Have all employees execute employee confidentiality agreements.

Consider employee compensation incentives such as incentive stock options or similar benefits (common in U.S. technology companies); adopt qualified or non-qualified stock option plan.

Conform key contracts to U.S. law in state where office will be situated.

Consider filing for patent protection under business process patent laws for technology products and e-commerce processes (common in U.S. technology companies); file U.S. registrations for patents obtained in foreign countries.

We hope these materials serve as a helpful resource in planning for your business investment in the United States.