Branch or subsidiary
A company formed abroad can usually register with a state to do business there, operating as a branch of the parent. Many foreign companies instead form a U.S. subsidiary, because it keeps U.S. liabilities inside a separate entity and is often easier for banks, landlords, and customers to work with. The tax treatment differs between the two routes, and a branch can expose the parent more directly to U.S. tax filing duties. The choice also affects contracts, employment, and how profits move back to the home country. Foreign company registration in the USA is therefore a structural decision, not only a filing.
Documents a state will ask for
Registering an existing foreign company typically requires proof that it exists and is in good standing under its home country's law, often with a certified translation and sometimes an apostille. Forming a subsidiary requires a certificate of incorporation or formation, a registered agent or address for legal papers in the state, and internal documents such as bylaws or an operating agreement. The company will also need a federal employer identification number for tax and banking. Federal beneficial ownership reporting rules have been revised and now focus on companies formed outside the United States that register to do business here, so the current requirements should be checked at the time you file. State tax registrations and local licenses depend on where you operate.
Planning the entry with us
We start with your business plan for the United States: where you will sell, whether you will have employees or property here, and which states are involved. From there we recommend a structure to review with your tax advisers and prepare the formation or registration documents. We also flag questions that tend to follow, such as intercompany agreements between the parent and the U.S. entity and whether staff from abroad will need visas, since registering a company does not provide anyone with work authorization. Bring the parent's formation documents and a short description of the planned U.S. operations.
