US business setup for foreign companies: the commercial checklist.
Opening a US company from abroad is usually quick on paper.
What slows a launch is everything that waits on the entity: marketplace and payment accounts, a US bank account, an EIN, sales tax registrations, insurance, contracts, and a privacy policy that fits US state laws. This page is the commercial checklist Theory Road works from when a foreign company enters the US. It is not legal or tax advice. We describe the common options at a high level, list what to ask your attorney and accountant, show the order things usually happen in, and point out where launches tend to get stuck waiting, so the marketing and sales plan is ready the day the setup is.
Questions this page answers
- How a foreign company sets up to sell in the US
- Can a non resident open a US LLC
- How to get an EIN for a foreign company
- Opening a US bank account for a foreign company
- Do I need a registered agent as a foreign owner
- What to ask a US attorney and accountant before launch
Step 1 of 2
How can we help you get found?
Next: name, email and budget. That’s it.
What the US market asks of you.
US states let foreign owners form companies, and many owners do so without living here. The entity itself is rarely the hard part. The work is in what the entity has to support: a seller account on Amazon, a payment processor, a US bank account, a federal tax ID, sales tax registrations in the states where you owe them, the product liability insurance retailers ask for, and terms of sale and a privacy policy written for US customers. Each has its own review, documents and waiting time, and several depend on each other in a fixed order.
Launches get stuck in predictable places. The entity is formed in one state while the team plans to operate in another, and nobody registers it there. An EIN for an owner without a US taxpayer number cannot be issued through the online application, and the paper route takes time. A bank asks for an in-person visit or documents the founders do not have. A payment processor rejects a mismatch between the legal name, bank account and website. Meanwhile the ads are ready, inventory is moving, and there is no way to take money.
We run the commercial side of setup as a project with dates. At the start we list every account the launch needs, what each one requires and what depends on what. Your attorney advises on the entity, state and ownership structure; your accountant advises on tax registrations, reporting and how money moves home. We prepare the questions for both, track their answers, and build the website, storefront, marketplace accounts and payment flow to match the final legal details, so selling can start as soon as the paperwork is done.
- Weeks 1 to 2Setup map and advisor questionsEvery account the launch needs, its requirements and dependencies, plus a question list for your attorney and accountant.
- Weeks 2 to 6Entity, registered agent and EINYour attorney forms or registers the entity; the EIN application starts as soon as formation documents exist.
- Weeks 4 to 10Bank, payments and marketplace accountsUS bank account, payment processor and Amazon or retail accounts opened with matching legal details.
- Weeks 6 to 10Sales tax, insurance and termsYour accountant handles tax registrations; your attorney and insurance broker cover terms of sale, privacy policy and liability cover.
- LaunchTest orders and payout checksTransactions tested end to end, payouts confirmed and tax collection checked before paid media scales.
Where US launches stall.
Entity choice made for the wrong reason
Founders often pick a state or entity type because an online formation service made it easy. The right choice depends on tax treatment at home and in the US, investors and operations, which is your attorney's and accountant's call.
The EIN and bank account loop
Banks and payment processors want an EIN, and foreign owners without a US taxpayer number usually apply by fax, mail or phone rather than online. Budget weeks, not days, and start early.
Mismatched details across accounts
Amazon, Stripe, Shopify Payments and banks compare legal name, address, EIN and ownership. A small mismatch between documents and the website can trigger verification holds that stop payouts.
Sales tax treated as an afterthought
There is no federal VAT. States set sales tax, and economic nexus can apply to foreign sellers. Marketplaces collect on their own sales in most states, but your own store may still need registrations.
What we run for you.
Setup map and dependency plan
One list of every account, registration and document the US launch needs, in the order they depend on each other, with owners and dates your whole team can see.
Advisor question lists
We write the commercial questions for your attorney and accountant, from entity and state to sales tax and insurance, and track the answers so decisions do not stall in email.
Storefront and payment build
Your Shopify store or site built to match the legal entity: business name, address, terms, privacy policy, checkout, payment processor and tax settings configured with your accountant's input.
Marketplace account setup
Amazon US seller account, Brand Registry with your trademark counsel, and retail vendor forms prepared so identity verification matches the entity documents the first time.
US presence basics
A US phone number, business email, Google Business Profile where eligible, and an address that fits how the entity is registered, set up with your attorney's input.
Launch readiness check
Before paid media starts we run test orders, confirm payouts reach the bank, and check tax collection and receipts, so spend never runs ahead of the ability to sell.
How US demand gets built.
US rules to plan for.
Entity formation and registered agent.
Every US entity needs a registered agent in its state of formation and usually must register as a foreign entity in other states where it does business. Your attorney owns the structure and filings.
EIN and federal reporting.
The IRS issues the EIN. Certain foreign-owned US companies face extra federal reporting, such as Form 5472, with penalties for missed filings. Your accountant owns federal tax filings and deadlines.
State sales tax.
There is no federal VAT. States set sales tax, economic nexus can reach remote and foreign sellers, and marketplace facilitator laws make Amazon collect on its sales in most states. Your accountant owns registrations.
Privacy, terms and consent.
A growing number of US states have comprehensive privacy laws, and text message marketing falls under the TCPA. Your attorney owns the privacy policy, terms of sale and consent language; we implement them.
A good fit
- Foreign companies planning to sell to US consumers or businesses within the next six to twelve months.
- Founders who want one team tracking setup dependencies while their attorney and accountant make the legal and tax decisions.
- Brands whose launch depends on Amazon, a US storefront or retail accounts that all need matching entity details.
Probably not a fit
- Anyone looking for company formation, tax filing or a legal opinion; we coordinate with those professionals rather than replacing them.
- Companies with no plan to sell in the US yet that only want a US address or bank account.
Platforms and categories we launch into.
Reading before a US launch.
- Agency Guide · Takeaway
A foreign founder can own a US LLC or corporation without living in the US, but the right structure depends on home-country tax rules and should be chosen with an attorney and an accountant in both countries.
Agency Guide · 11 min read
US LLC for Non-Residents: A Foreign Founder's Setup Checklist.
A commercial checklist for foreign founders setting up a US company: why brands form one, the common structures at a high level, and the order of EIN, bank, sales tax and insurance that keeps a US launch on schedule.
Read - E-commerce · Takeaway
The United States has no federal VAT or national sales tax; sales tax is set by individual states and, in many of them, by cities, counties and special districts on top.
E-commerce · 10 min read
US Sales Tax for Foreign Sellers: Nexus, Marketplaces, Prices.
How sales tax in the USA actually works for a brand based abroad: why there is no federal VAT, when a state can make you collect, what marketplaces handle for you, and what your accountant and your storefront each own.
Read - E-commerce · Takeaway
The importer of record is the party legally responsible to US Customs and Border Protection for a shipment's classification, value, duties, fees and admissibility.
E-commerce · 10 min read
Importer of Record Explained: IOR Options for Foreign Brands.
Every shipment into the US needs a party that answers to US Customs for it. Here is what the importer of record owes, the four ways foreign brands fill the role, and how the choice changes landed cost and launch timing.
Read
Questions from founders abroad.
- Can a non resident open a US LLC
- In general, yes. US states allow foreign individuals and companies to own LLCs and corporations, and owners usually do not need to live in the US or hold a visa to own one. Owning a company is different from working in it inside the US, which raises immigration questions. Which entity and state fit you is a decision for your attorney and accountant, taking your home country's tax rules into account.
- Which entity type should a foreign company choose?
- We do not recommend an entity type; that is a legal and tax decision. At a high level, LLCs and C corporations are the common options, and they can be taxed very differently for foreign owners, including how profits are treated at home and under any tax treaty. Investors and future fundraising matter too. Ask your attorney and accountant to compare the options for your situation before you form anything.
- How long does it take to get an EIN as a foreign owner?
- It varies. Applicants without a US Social Security or taxpayer identification number generally cannot use the IRS online application, so the request goes by fax, by mail or, for international applicants, by phone. Fax and phone are usually faster than mail, but do not schedule a launch that depends on the EIN arriving within days. Your accountant can apply for you as an authorized third party.
- Do we need a US bank account to sell in the US?
- Not always, but it helps. Amazon can pay out to bank accounts in many countries, while many US payment processors, retailers and distributors expect a US entity with a US bank account. Some banks require an owner to visit in person, and online banks have their own eligibility rules. Your accountant can advise on account structure and how funds move home.
- Do we have to collect US sales tax?
- Possibly, depending on where you have nexus. There is no federal VAT; each state sets its own rules, and since the 2018 Wayfair decision economic nexus can apply to remote and foreign sellers once sales pass state thresholds. Marketplaces like Amazon collect on their own sales in most states, but your own store may still need registrations. Your accountant decides where you register.
- Where do US launches usually get stuck?
- Mostly in the gaps between accounts: waiting on an EIN, a bank that needs an in-person visit, a payment processor that rejects mismatched details, Amazon identity verification, and the trademark filing needed for Brand Registry, which for foreign-domiciled applicants requires a US-licensed attorney. Mapping those dependencies on day one and starting the slowest items first is usually what protects the launch date.
Let’s plan your US launch.
A short note on where the business is and where it needs to go. A senior partner replies within one business day.