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US market entry

More than 340 million Americans. Not one of them knows your brand. Yet.

Which structure, which state, in what order.

America can change what your business becomes: more customers, more capital, more room to grow. The first steps decide whether that turns into expansion or an expensive detour. We help you take them in the right order, so the American side fits what you have already built at home.

Talk to Sebastian → Free potential analysis

Before the first dollar

The decisions that come before the first invoice

Most European companies arrive in America with a product that works and customers who want it. What they rarely bring is a structure that fits both sides of the Atlantic. The US company gets chosen in a hurry, the state because someone said Delaware, and the tax office at home hears about it a year later. Untangling that costs far more than getting it right the first time.

Three questions decide almost everything: which structure carries the US business, which state it lives in, and in what order you do things. The answers depend on where your customers are, who will work for you in America, whether investors are coming, whether you or your people need a visa, and how your home country taxes a US arm.

We go through those questions with you, and with your adviser at home, before anything exists in America. Then we put the American side together step by step. Where a step needs a US attorney or accountant, we work with independent US attorneys and accountants on it.

Three decisions, in this order

None of them is hard on its own. They become hard when they are made separately.

Structure

Corporation, LLC or partnership. A subsidiary of your European company, a branch, or a US company you hold personally. The choice decides who pays tax in America, who is liable, and what your tax office at home sees.

A European company with a US arm →

State

The state whose law governs your company and the state where you actually work are often not the same. Customers, people and costs should decide, more than tax headlines.

Choosing a state →

Sequence

Tax number, bank account, contracts between parent and US company, visas, first reports. Done in the wrong order, each step blocks the next one.

Corporation, LLC or partnership

Three US structures matter for a real business. This is how they compare when the owner sits in Europe.

	C corporation	LLC	Limited partnership
What it is	A company with shareholders, a board and officers. The form US investors know and expect.	A flexible company with members. Liability protection like a corporation, fewer formalities.	A general partner who runs it and limited partners who invest, much like a GmbH & Co. KG or a limited partnership at home.
Federal tax on profit	The corporation pays 21 percent federal income tax on its own profit.	One member: ignored by the IRS by default, so the owner is taxed. Two or more: taxed as a partnership. It can elect to be taxed as a corporation.	Taxed as a partnership: the partners pay, not the partnership.
Foreign owners	Dividends to a foreign shareholder carry US withholding, reduced under most treaties.	If it does business in the USA, a foreign member is taxed as if doing that business directly, with a US return of their own.	The partnership withholds US tax on a foreign partner's share of business income: 21 percent for corporate partners, 37 percent for individuals.
Investors and growth	The usual choice when investors are coming, and a solid employer for a visa case.	Good for a business run by its owners. Investors often ask for a corporation later.	Used for funds and for holding structures with a managing partner.
How your home country sees it	As a company, like your own GmbH, SA, BV or Ltd.	It varies. Some countries treat it as a company, others as transparent. Check before you choose.	Usually as a partnership. Check with your adviser at home.

IRS, Instructions for Form 1120-F (2025) and Publication 542 (21 percent); IRS, Limited liability company (LLC), updated 10 Oct 2026; IRS, Partnership withholding, updated 21 Jul 2026. Read 25 Oct 2026.

In what order

Every plan is different. The order rarely is.

01
Start with the business, not the paperwork
Where are your US customers? Will you hire in America, or send people from home? Are investors coming? Your answers decide the structure, not the other way round.
02
Bring your adviser at home in early
How your country taxes a US subsidiary, a branch or an LLC decides half the answer. We talk to your adviser at home before anything exists in America.
03
Choose structure and state together
They are one decision. A Delaware corporation because investors expect it, a Texas company because the team will sit in Austin: each has its reasons, and each has consequences.
04
Tax number and bank account
The US company needs an Employer Identification Number from the IRS before a bank will open an account. We prepare both with you and point you to the kind of bank that suits your business.
05
Contracts between parent and US company
Distribution, license, services, loans: the agreements that set the prices between your European company and the US company. Signed before the first invoice, they keep both tax offices calm.
06
People and visas
If you or your managers move, the US company becomes the employer. The L-1 works with a subsidiary or a branch; the E-2 depends on your nationality. Plan the structure with the visa in mind, not after it.
07
The first reports
A new US business with a foreign owner of 10 percent or more owes the Bureau of Economic Analysis a BE-13 report within 45 days, whether or not anyone writes to you. Then the annual returns: Form 1120 with Form 5472 for a foreign-owned corporation. A missing Form 5472 carries a $25,000 penalty.

A European business with a US arm

Your company at home, your company in America

If you already run a company in Europe, the first real question is how the US business hangs off it. There are three ways, and each one looks different to the IRS and to your tax office at home.

A subsidiary of your European company. Your GmbH, BV, SAS or Ltd owns a US corporation. The US company pays its own federal tax, signs its own contracts and carries its own liability. Profits travel home as dividends. For most companies that intend to stay, this is the cleanest route.

A branch. Your European company does business in America itself, with no US company in between. It starts quickly, but the parent is the party to every US contract and every US lawsuit, and it files a US return of its own. A US LLC owned by one European company is treated the same way by the IRS unless it elects to be taxed as a corporation: legally a subsidiary, for federal tax a branch.

A US company held by the founders. You and your partners own the US company personally, next to the European company rather than under it. That can suit a founder who is moving to America, or a US business that will run on its own. It also means every transaction between the two companies is a deal between sister companies, and both tax offices will look at it closely.

Three ways to hold the US business

	Subsidiary of your European company	Branch of your European company	US company held by the founders
Who is the US taxpayer	The US corporation	Your European company itself	The US company, and the founders on what it pays them
Federal tax on profit	21 percent	21 percent on the profit connected with the US business	21 percent, if it is a corporation
The second layer	Withholding on dividends to the parent: 30 percent by law, 5 percent under most European treaties, zero under some	Branch profits tax of 30 percent on US profit that is not reinvested in America; a treaty can reduce it	Withholding on dividends to the founders: 30 percent by law, 15 percent under most European treaties
IRS returns	Form 1120, with Form 5472	Form 1120-F, with Form 5472	Form 1120, with Form 5472
Liability	Stays with the US company, apart from parent guarantees and the parent's own liability, for example as manufacturer	Your European company answers for everything	Stays with the US company
The question for home	Are dividends from a US subsidiary exempt for your company, or taxed with a credit for US withholding?	Is branch profit exempt at home under the treaty, or taxed with a credit?	How are US dividends taxed in your hands, and how is the US withholding credited?

IRS, Instructions for Form 1120-F (2025), Section II and Section III; IRS, Instructions for Form 5472 (Rev. December 2024); IRS, Tax Treaty Table 1 (Rev. May 2023). Read 25 Oct 2026.

What each side expects

Two tax offices look at the same structure from opposite ends. Plan for both from the first day.

The IRS

A federal return every year: Form 1120 for a US corporation, Form 1120-F for a European company doing business in America through a branch.
Form 5472 from every corporation that is at least 25 percent foreign-owned, and from a foreign company doing business in the USA, reporting transactions with related parties. Not filing costs $25,000.
Prices between related companies that match what unrelated companies would have agreed. Section 482 lets the IRS adjust income where they do not.
Withholding on dividends, interest and royalties paid abroad: 30 percent, unless a treaty reduces it and the recipient qualifies.

Your tax office at home

Prices with the US company that would hold between strangers, and the documents to show it.
A clear answer on whether US profit is exempt at home or taxed with a credit for US tax, under the treaty and your own law.
Where the US company is really run from. If every decision is taken in Europe, your home country may see it as managed there.
Whether your country's rules on controlled foreign companies reach income in the US company.
For a branch: how its profit is recognized at home and how the US tax is relieved.

Transfer pricing: the contracts that set the prices

The moment your European company sells to the US company, licenses to it, lends to it or works for it, there is a price between them. Both tax offices want that price to be the one unrelated companies would have agreed. Section 482 of the Internal Revenue Code lets the IRS adjust the income of commonly controlled companies when the price does not reflect that. Your tax office at home has the same instinct, from the other side.

In practice that means written agreements before the first invoice: a distribution agreement if the US company resells your products, a license if it uses your brand or technology, a services agreement for management time from Europe, a loan agreement at a market rate of interest. Then a short record of why the prices are right. A US distributor that earns a steady, modest margin is far easier to defend than one that loses money every year while the parent keeps the profit.

Permanent establishment: when America may tax your European company

Under the income tax treaties, the USA may tax the business profits of a European company only if the company has a permanent establishment in the USA, and only on the profit that belongs to it. The treaties follow a common pattern. In the treaty with Germany, for example, a permanent establishment is a fixed place of business through which the company works: a place of management, a branch, an office, a factory, a workshop. A building or installation project counts only after twelve months. Facilities used only for storage, display or delivery of your own goods, or only for preparatory or auxiliary work, do not count.

A person can create one too. Someone in the USA who habitually concludes contracts in the name of your European company gives it a permanent establishment there. An independent agent acting in the ordinary course of their own business does not. So the way you hire your first US salesperson is a tax decision, not only a hiring decision.

A US subsidiary does not, by itself, make its parent taxable in America. Without a treaty, the threshold is lower: US law taxes a foreign company that is engaged in a trade or business in the United States on the income connected with it, at the same 21 percent that applies to US corporations.

Withholding under the treaty: selected European countries

US withholding on payments from the USA to a resident of the treaty country who qualifies for the treaty rate. Without a treaty, the rate is 30 percent on all four.

Country	Interest	Dividends, general	Dividends to a parent company	Royalties (patents)
Austria	0%	15%	5%	0%
Belgium	0%	15%	5%, or 0% *	0%
Denmark	0%	15%	5%, or 0% *	0%
Finland	0%	15%	5%, or 0% *	0%
France	0%	15%	5%, or 0% *	0%
Germany	0%	15%	5%, or 0% *	0%
Ireland	0%	15%	5%	0%
Italy	10%	15%	5%	8%
Netherlands	0%	15%	5%, or 0% *	0%
Norway	0%	15%	15%	0%
Poland	0%	15%	5%	10%
Portugal	10%	15%	5%	10%
Spain	0%	15%	5%, or 0% *	0%
Sweden	0%	15%	5%, or 0% *	0%
Switzerland	0%	15%	5%	0%
United Kingdom	0%	15%	5%, or 0% *	0%
Croatia, Hungary, Liechtenstein (no treaty in force)	30%	30%	30%	30%

IRS, Tax Treaty Table 1, Tax Rates on Income Other Than Personal Service Income (Rev. May 2023); IRS, United States income tax treaties A to Z (updated 3 Jan 2026). Read 25 Oct 2026. * Zero for dividends from an 80 percent owned subsidiary if the treaty's ownership period and limitation-on-benefits conditions are met. Every rate assumes the recipient qualifies under the treaty; the treaty text decides.

The treaty, and where there is none

The USA has income tax treaties with almost every European country: 25 of the 27 EU members, the UK, Switzerland, Norway and Iceland. The treaty decides how much US tax is withheld on what flows home, when America may tax your European company directly, and how double taxation is relieved. Most of these treaties also have a limitation-on-benefits article: a company gets the treaty rate only if it genuinely belongs in the treaty country, not just on paper.

Three gaps matter for Europeans. Hungary: the treaty was terminated. It stopped applying to withholding on 1 January 2024, and to other taxes for periods beginning on or after that date. Croatia: a treaty was signed in December 2022 but is not in force; it is not on the IRS list of treaties. Liechtenstein: there is no income tax treaty. Dividends, interest and royalties paid from the USA to companies or people there face the full 30 percent withholding unless US law itself provides an exemption.

If the US business is held through a company in a third country, that country's treaty is the one that counts, and only if the company passes its limitation-on-benefits test. How the treaties work in the years after the start is explained under Tax and ongoing operations.

I would go so far as to say that most so-called disadvantages of a location, such as high taxes, are easily made up for by business success and a strategy that works. The reverse is rarely true.
Sebastian Sauerborn

Choosing a state

Which state, and why it matters less than you think

Every US company lives under the law of one state. Federal tax is the same everywhere: 21 percent on a corporation's profit, whether it sits in Delaware or in Texas. What the state changes is its own taxes, its company law, its courts and its yearly obligations.

Start with where the business will really be. Where are your customers? Where will your people work? Where is the talent for your industry, and which city suits your brand? A company governed by Delaware law that works out of Austin usually has to register in Texas as well, and it pays Texas franchise tax on its Texas business. Two states, two sets of yearly obligations.

The so-called tax havens among the states are less dramatic up close. Delaware taxes corporate income from activity in the state at 8.7 percent, and a company whose activity there is limited to holding and managing intangible investments can be exempt. Wyoming has neither a corporate nor a personal income tax. Florida has no personal income tax but taxes corporations at 5.5 percent. Texas has no personal income tax and taxes businesses through its franchise tax instead.

Four states compared

An advisory comparison, not a ranking. The right state is usually the one where your business actually happens.

	Texas	Delaware	Wyoming	Florida
Personal income tax	None	Yes, graduated, top rate 6.6%	None	None
State tax on company income	Franchise tax on margin: 0.75%, or 0.375% for retail and wholesale. None due up to $2.65 million annualized total revenue (report years 2026 and 2027)	Corporate income tax of 8.7% on Delaware income; companies limited to holding intangible investments can be exempt	No corporate income tax. An annual license tax on assets in Wyoming, at least $60	Corporate income tax of 5.5%, after a $50,000 exemption. LLCs taxed as partnerships or disregarded do not file their own corporate return
Yearly charges for a corporation	Franchise tax report each year	Annual report by 1 March with a $50 fee, and franchise tax of at least $175 (authorized shares method)	Annual report with the license tax	Annual corporate income tax return where taxable
Best known for	A large, fast-growing market and no personal income tax	Its company law and the Court of Chancery; the form US investors expect	Low running costs for a company whose business is elsewhere	Gateway to Latin America; no personal income tax

Texas Comptroller, Franchise Tax and Texas is open for small business (2025); Delaware Division of Revenue, corporate and personal income tax FAQs; Delaware Division of Corporations, Annual report and tax information; State of Wyoming, About Wyoming, and Wyoming Secretary of State, business FAQs; Florida Department of Revenue, Corporate Income Tax and Report tax violations. Read 25 Oct 2026.

When Delaware makes sense

Delaware is the best-known state for company law, and for good reason. Its Court of Chancery, which dates back to 1792, decides disputes about the internal affairs of companies and is widely regarded as the country's leading business court. If US venture investors are coming, they will usually expect a Delaware corporation. A holding company above several US businesses often sits there too.

If you mainly want to sell in America and no outside investors are planned, another state is often simpler and cheaper, because the company will register where it works anyway. We tell you plainly whether Delaware fits your plan.

A US holding company brings one more advantage for groups. A US parent that owns at least 80 percent of the voting power and value of its US subsidiaries can file one consolidated federal return with them, so a loss in one company offsets profit in another. Your European company cannot head that group itself: foreign corporations are excluded from it.

Why we keep pointing at Texas

We have been in Texas since 2011, so we are not neutral. But Texas makes a strong case on its own merits: no personal income tax, a franchise tax that only applies above a revenue threshold, and the largest population gain of any state between 2024 and 2025. Whether it suits your business is a question we answer case by case.

Why TexasMore →Banking for your US companyMore →Tax and ongoing operationsMore →Moving to the USAMore →

Why Texas →

People follow the business

Sending your own people to America

A US subsidiary or a branch of your European company can be the employer for an L-1 transfer of a manager or executive who has worked for your company abroad for one continuous year within the last three. For founders who invest in their own US business, the E-2 depends on nationality.

Visas and relocation →

Questions we hear before the first step

Do I need a US company to sell in America?

No. You can sell from Europe, through distributors or online. A US company becomes worthwhile once you have people, stock or long-term contracts in America, or customers who would rather buy from a US business. The moment your activity would create a permanent establishment is usually the moment to decide.

LLC or corporation for a subsidiary of my European company?

Usually a corporation. The IRS taxes it as a company, and your tax office at home is likely to see it the same way. A US LLC owned by your company alone is treated by the IRS like a branch unless it elects to be taxed as a corporation, and European countries differ on how they treat it.

Should my US company be in Delaware?

If US investors are coming, probably. If you simply want to sell in America, the state where you will actually work is often the better choice. See Choosing a state.

My country has no tax treaty with the USA. What changes?

Dividends, interest and royalties paid from the USA to you or your company carry the full 30 percent withholding, unless US law itself exempts them, and you cannot rely on a treaty's permanent establishment rules. That affects which structure makes sense. Hungary, Croatia and Liechtenstein are the European cases to watch.

Will you work with my adviser at home?

Yes, from the first conversation. The US structure and the home side only work if they are planned together.

How do we start?

With a free potential analysis, or a conversation with Sebastian in Austin, in London or on Zoom. Bring your business model, your current structure and your goal.

Make America your growth market.

Bring your business model, your current structure and your goal. Together we work out how your US entry should be built, and which next steps really carry your business.