US Company Formation: Expert Support for International Founders

The appeal of the US market for international entrepreneurs has never been stronger. As the world's leading market for innovation and growth, the USA offers unique opportunities. However, setting up shop across the Atlantic requires precision. From choosing the state of incorporation (Delaware, Wyoming, Florida) to navigating federal and state tax complexities, every decision matters.

Hayot Expertise, a Paris-based accounting firm, supports French founders on the French side of a US project: ownership structuring (direct, through a French holding or a French entity), the founder's and entity's French reporting duties, VAT and accounting for a US company's French presence. We do not form your US company and do not prepare your US tax filings: those belong to a US registered agent, attorney or CPA. Our ground is the French side, where French reassessments actually happen.

In 2026, the United States remains the engine of the global economy. Whether you are a Tech startup, an independent consultant, or an e-commerce player, the US market offers:

• A Massive Consumer Base: Over 330 million high-purchasing-power consumers.
• Access to Capital: Home to the world's most active Venture Capital networks.
• Legal Flexibility: A pragmatic business law system that facilitates scaling.
• Global Credibility: A US structure enhances your brand image worldwide.

1. The LLC (Limited Liability Company): Tax Transparency#

The LLC is preferred by solo entrepreneurs and small teams. It offers personal liability protection with "pass-through taxation".

• Benefits: No double taxation (profits are taxed at the member level), simplified management.
• Best for: Freelancers, consultants, e-commerce, real estate investors.

2. The C-Corporation (C-Corp): The Fundraising Standard#

If you plan to raise funds from US VCs or hire a large team, the C-Corp is essential.

• Benefits: Multiple stock classes, preferred by investors, ideal for stock option plans.
• Drawbacks: Double taxation (corporate tax at 21% + dividend tax).

Delaware: The Silicon Valley Standard#

Preferred by 60% of Fortune 500 companies. Its Court of Chancery is a dedicated business court with century-old case law. Mandatory for startups seeking VC funding.

Wyoming: Privacy and Cost-Efficiency#

The best choice for online entrepreneurs and "bootstrapped" structures. No state corporate income tax and strong privacy laws for LLC members.

1. Strategic Analysis & Registered Agent Selection#

Every state requires a Registered Agent to serve as your official legal mailbox.

2. Incorporation & Articles of Organization#

Drafting and filing happen with the Secretary of State, in practice through a formation service or a local attorney. For LLCs, the Operating Agreement is the key document for banking and governance.

3. Obtaining your EIN (Employer Identification Number)#

The EIN is your US tax ID, essential for taxes and banking. Our step-by-step EIN guide covers the manual Form SS-4 process for non-residents without an SSN.

4. Opening a US Business Bank Account#

Pro-fintech solutions (Mercury, Wise, Relay) accept remote onboarding for well-documented structures.

1. Form 5472: The $25,000 Trap#

If you own at least 25% of a US company, you must report all related-party transactions. The penalty for failure to file is a minimum of $25,000, even if zero profit was made.

2. Corporate Transparency Act (BOI Reporting)#

Mandatory since 2024: the BOI report with FinCEN. All US companies must declare their beneficial owners' identities.

3. Sales Tax & Economic Nexus#

Sales Tax is the US equivalent of VAT. Collection obligations depend on each state's "Economic Nexus" rules; your US CPA determines where you must register.

The firm keeps the books of the French branch of a US LLC: branch registration in France, accounting under the French chart of accounts, French VAT returns and the owner's French-American income tax position, in coordination with the client's US advisers for the US side.

That file illustrates our real perimeter: everything that happens on the French side when a US entity develops activity in France or when a French resident owns one. For the establishment choice itself, our article French subsidiary or branch for a US LLC compares both routes.

A French tax resident who holds or uses foreign accounts must report them every year (form 3916 / 3916-bis, EUR 1,500 fine per undeclared account); income received through the US entity is reported on the foreign-income return (form 2047) then carried to the 2042. And a US company managed from France is taxable in France on that activity: the France-US tax treaty of 31 August 1994 allocates taxing rights, it does not erase French tax.

Depending on your situation, the right structure is decided before the US formation, not after: direct ownership, a French holding, or a French entity alongside. That is what we advise on, together with our international accountant page and, for individuals facing a US filing, our ITIN and 1040-NR guides (information guides: we do not prepare US returns).

• January - March: BOI Reporting (FinCEN).
• April 15th: Federal Income Tax deadline (Form 1120 / 1065).
• June: Delaware Franchise Tax payment.
• Monthly: Accounting maintenance via Pennylane for year-end readiness.

1. A clear perimeter: the French side is handled at the firm; your US filings stay with a US CPA. Each on their own ground, with assumed coordination between the two.
2. Digital steering: French accounting on Pennylane, readable reporting on both sides of the Atlantic.
3. Bilingual support: exchanges in French or English, matching your teams and your US advisers.

The single most important decision for a French company expanding to the US (or a US entrepreneur establishing a legal entity) is the choice of vehicle. It shapes fundraising, taxation, and compliance for years.

LLC (Limited Liability Company):

• Pass-through entity by default: profits and losses flow to members and are taxed at their personal rate (Schedule K-1 reporting)
• For a French individual owner, this creates a US "permanent establishment" concern in France: French tax authorities may treat LLC income as French taxable income, creating dual-country inclusion issues
• Better for: real estate holdings, single-member operations, non-VC-backed businesses, joint ventures
• Worse for: French tax residents who want clean separation of US and French tax profiles

Delaware C-Corp:

• Separate taxable entity at the federal level (Form 1120)
• Preferred by US venture capital firms: VC term sheets almost universally require a Delaware C-Corp
• Better for: international businesses seeking US funding, companies with employee equity plans (ISO stock options, RSUs), businesses planning IPO
• Worse for: low-margin businesses where double taxation (corporate + personal on dividends) is punitive

Wyoming LLC:

• No state corporate income tax (unlike Delaware, which has a Franchise Tax)
• Lower compliance burden for small non-US-facing businesses
• Less recognised than Delaware for US banking and investment purposes

Branch vs Subsidiary: for French companies opening a US office, a branch is not a separate legal entity (US liabilities flow back to the French parent). A subsidiary (C-Corp or LLC) rings-fences US liability. For any significant US operations, we recommend a subsidiary.

Beyond the federal and state tax compliance discussed above, US operations involve costs that are frequently underestimated in French-prepared business plans:

Health insurance: unlike France where employer contributions to mutuelle are capped and the state provides baseline health coverage, US employers either provide health insurance (premium: $600 to $1,200/employee/month) or accept losing talent to employers who do. For a 5-person US team, health insurance alone adds $36,000 to $72,000/year to payroll costs.

Workers' compensation insurance: mandatory in most states. Rate varies by industry (0.5% to 3% of payroll). Not well-understood by French founders.

US payroll payroll tax (FICA): the US equivalent of French social contributions. Employer pays 7.65% of gross salary (6.2% Social Security capped at $168,600 + 1.45% Medicare). Much lower than French employer charges (~45%), but the employee also pays 7.65%, so total is 15.3% vs French total of ~80%. US net pay thus appears much higher than equivalent French gross pay.

State-specific compliance: Massachusetts, California, and New York impose state-level income tax, payroll tax registration, quarterly state tax filings, and additional employer obligations (California CFRA family leave, New York paid leave law, etc.). Multi-state compliance for a distributed US team adds meaningful administrative cost.

If your French company owns a US subsidiary and there are intercompany transactions (management fees, IP royalties, shared services, loans), both the French and US sides require documented transfer pricing. In France, the obligation kicks in above thresholds (Article L.13 AA): €400M revenue or €100K intercompany transactions per category per year.

Below these thresholds, documentation is optional but strongly advised: both the French Direction Générale des Finances Publiques (DGFiP) and the US Internal Revenue Service (IRS Section 482) can challenge intercompany pricing during audit. The documentation must be defensible before both authorities: the French side of the file belongs to your French adviser, the US side to your CPA.

On the French side, the French deadlines of this calendar (accounts, VAT, the owner's 3916 and 2047) are the part handled at the firm.

Building a US project from France? Ask your French tax question through a written consultation at EUR 450 excl. VAT (French-side scope only) or request a quote: answer within 24 hours.