US incorporation for non-US founders

Are you a global founder looking to incorporate your startup in the United States? This comprehensive guide covers everything you need to know about US incorporation for non-US residents, from choosing the right business structure to maintaining compliance.

Key Benefits of US Incorporation

• Access to US investors who typically require Delaware C-Corporations

• Simplified enterprise sales with American businesses

• Enhanced brand credibility and customer trust

• Access to essential tools like Stripe, Mercury Bank, and AWS Activate credits

• Streamlined fundraising process for venture capital

The incorporation process can be complex for international founders, but the benefits often outweigh the challenges for growth-focused startups.

Delaware C-Corporation vs LLC: Which Should You Choose?

Delaware C-Corporation ✅ (Recommended)

The Delaware C-Corporation is the gold standard for US startups planning to raise capital:

• VC-friendly structure preferred by 95% of venture capitalists

• Clean cap table management for multiple funding rounds

• Required by top accelerators including Y Combinator and Techstars

• Favorable tax treatment for stock options and equity compensation

• Established legal framework with decades of business-friendly case law

LLC ❌ (Not Recommended for Fundraising)

While LLCs are easier to establish, they create complications for growing startups:

• Complex investor onboarding due to K-1 tax forms

• Foreign ownership reporting requirements (Form 5472)

• Limited growth options for venture funding

• Complicated equity structures for employee stock options

Pro Tip: If you plan to raise venture capital or build valuable intellectual property, start with a Delaware C-Corporation from day one. Converting from LLC to C-Corp later is expensive and time-consuming.

Required Documents and Information for Non-US Founders

You don't need a US visa or address to incorporate an American company. Here's what you'll need:

Step-by-Step US Incorporation Process

Step 1: Choose Your Incorporation Partner

Select a service provider that understands international founder needs:

• Stripe Atlas – Streamlined process with basic ongoing support

• Firstbase – Broader service coverage with standard templates

• Merze – White-glove service specifically designed for non-US founders with year-round compliance support

Step 2: File Delaware Incorporation Documents

Your incorporation partner will:

• File the Certificate of Incorporation with Delaware Division of Corporations

• Appoint a registered agent for legal correspondence

• Create corporate bylaws and shareholder agreements

• Issue initial stock certificates

Step 3: Obtain Federal Tax ID (EIN)

The Employer Identification Number is required for:

• Opening US bank accounts

• Filing federal and state tax returns

• Setting up payroll systems

• Applying for business licenses

Important: Non-US founders typically need to fax Form SS-4 to the IRS, as online applications are restricted to US residents.

Step 4: Open US Business Banking

Popular banking options for international founders:

• Mercury – Built for startups, easy online onboarding

• Brex – Corporate credit cards and expense management

• Silicon Valley Bank – Traditional banking with startup focus

• Chase Business – Nationwide branch network

Step 5: Set Up Cap Table and Stock Issuance

Proper equity management is crucial for future fundraising:

• Use cap table software like Carta or Pulley

• File 83(b) elections within 30 days of stock grants

• Document all equity issuances and vesting schedules

• Establish employee stock option plan (ESOP) if hiring

Step 6: Establish Ongoing Compliance Systems

US corporations have ongoing filing requirements:

• Form 5472 – Annual foreign ownership disclosure

• Delaware franchise tax – Annual state tax filing

• Federal tax returns – Corporate income tax (Form 1120)

• State annual reports – Delaware Division of Corporations5. How Merze Simplifies It for Global Founders

Common Pitfalls to Avoid

Tax Compliance Mistakes

• Missing 83(b) election deadlines for founder stock

• Failing to file Form 5472 for foreign-owned entities

• Incorrect estimated tax payments

• Delaware franchise tax calculation errors

Banking and Financial Issues

• Opening personal accounts instead of business accounts

• Insufficient documentation for bank account opening

• Mixing personal and business expenses

• Poor financial record keeping

Legal Structure Problems

• Incorrect initial stock issuance

• Missing corporate formalities (board resolutions, meeting minutes)

• Poorly drafted bylaws or operating agreements

• Inadequate intellectual property assignment

How Merze Simplifies US Incorporation for Global Founders

Merze specializes in helping international founders establish and maintain US entities without the typical headaches.

We don’t just help you incorporate—we help you stay compliant year-round:

✅ EIN, ITIN, 83(b), Form 5472 — all handled

✅ Friendly support from global startup experts

✅ Year-round compliance monitoring

✅ Designed for SaaS, tech, and services founders

💬 “We didn’t want to mess up our U.S. tax compliance while raising funds. Merze got us incorporated and investor-ready in 5 days.” — SaaS founder, Bengaluru

Ready to Launch Your U.S. Entity?

We’ve helped dozens of global teams set up and scale in the U.S.—without missing a filing or facing IRS issues.

✅ Start with a free discovery call

✅ Or launch directly via merze.io