U.S Corporation
WHY OPEN A Corporation IN THE UNITED STATES?

Opening a U.S. corporation gives European entrepreneurs and foreign investors direct access to the American market, greater business credibility, and limited liability protection — all while creating new opportunities for growth, funding, and tax planning.

SELECT STATE
WHAT IS THE BEST STATE TO INCORPORATE FOR FOREIGN INVESTORS?

The first step when forming a corporation in the U.S. is deciding where to incorporate. In most cases, the best choice is the state where your business will operate, hire employees, and generate revenue.

However, many entrepreneurs and foreign investors also consider business-friendly states like Delaware, Wyoming, or Nevada due to their favorable tax structures, strong asset protection, greater privacy, and streamlined incorporation requirements.

That said, Florida has become one of the most attractive states for European businesses and foreign investors. With no personal state income tax, a strategic international business hub in Miami, and a simplified incorporation process, Florida offers significant advantages for companies looking to enter the U.S. market while maintaining cost efficiency.

Selecting the right state depends on your business model, investor goals, and expansion plans - and working with an experienced U.S. business formation attorney ensures your corporation is structured for success and fully compliant from the start.

Articles of Incorporation
PREPARE And file ARTICLES OF INCORPORATION

The next step in forming a corporation in Florida is preparing and filing the Articles of Incorporation. In Florida, these articles become effective on the date they are filed with the Division of Corporations (DOC) under the Florida Department of State, unless a different effective date is specified in the filing. At a minimum, your Florida Articles of Incorporation must include:

Corporate Name
Business address where the corporation will operate or maintain records
Registered Agent Information
Incorporator’s Details
Authorized Shares
Initial Director
Advantages
OTHER CORPORATION BENEFITS
Susanne Leone
Susanne Leone
Co-founder of the firm, Licensed Attorney
Education
  • University of Augsburg, Germany;
  • University of St. Thomas School of Law - Miami, USA.
Main specialization

Corporate Services

Languages
  • English
  • German
  • French
Contacts
+1 (305) 537 6141 [email protected]
requirements
WHAT INFORMATION IS NECESSARY BEFORE YOU CAN FORM THE Corporation?

To register a corporation in the U.S., you must first prepare key information about your future company in order to draft all required organizational documents. For example, when forming a Florida corporation, you will need:

Name

The name of the corporation.

ADDRESS

Principal business address for the corporation.

REGISTERED AGENT

Name and address of registered agent.

Shareholders; Officers & Directors

List of shareholder and officers & directors.

Incorporator

Person or entity appointed to prepare, sign, and file the Articles of Incorporation to officially create a corporation in the U.S. (often the attorney)

U.S. Corporation
BYLAWS;
FIRST MEETING;
SHAREHOLDER AGREEMENT.

When forming a corporation in the U.S., several key steps are required to establish a strong legal and operational framework from the start:

Corporate Bylaws

Bylaws are mandatory and define how your corporation is governed, including the roles of directors and officers, procedures for meetings, voting rights, and other management rules.

First Organizational Meeting

At the corporation’s first meeting, the board of directors adopts the bylaws, issues shares to shareholders, appoints officers, and records the decisions in the corporate minutes.

Shareholders’ Agreement

This agreement is highly recommended and outlines the rights and obligations of shareholders, defines profit distribution, transfer of shares, and provides mechanisms for resolving disputes or exit scenarios.

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STEP 1 - CHOOSE THE RIGHT STATE FOR YOUR Corporation

Choose the best state for your U.S. corporation based on taxes, customers, and business goals.

STEP 2 - WORK WITH A BUSINESS FORMATION ATTORNEY

Work with an experienced business attorney to manage incorporation filings and ensure legal compliance.



STEP 3 - COMPLETE POST-FORMATION SETUP

Obtain your EIN, open a U.S. bank account, and complete post-formation steps for a smooth launch.

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NEXT STEPS AFTER CORPORATION FORMATION
NEXT STEPS AFTER CORPORATION FORMATION

Once your corporation is officially formed, several important post-incorporation steps are required to establish proper governance, maintain legal compliance, and ensure smooth business operations.

EMPLOYER IDENTIFICATION NUMBER (EIN)

Every U.S. corporation must obtain an Employer Identification Number (EIN) from the IRS for federal tax purposes. While U.S. residents can typically apply online and receive their EIN immediately, foreign owners without a Social Security Number (SSN), Individual Taxpayer Identification Number (ITIN), or existing EIN must submit IRS Form SS-4.

For non-residents, the EIN application can be completed by fax, phone, or mail, and the IRS does not charge a fee for issuing an EIN.

C OR S-CORPORATION

A corporation can avoid double taxation by electing S-corporation status. To do this, the company must file IRS Form 2553 with the Internal Revenue Service (IRS).

The form must be submitted no later than two months and 15 days after the start of the tax year in which the corporation wants S-corporation status to take effect - or anytime during the preceding tax year.

U.S. BANK ACCOUNT

After your corporation is formed and an EIN is obtained, you can open a U.S. business bank account to manage payments and financial operations. In most cases, a corporate representative must be physically present to open an account with major U.S. banks.

However, due to strict banking regulations and Know Your Customer (KYC) requirements, each bank may have its own rules and document requirements. As a best practice, a corporate representative should contact the chosen bank in advance to confirm the necessary paperwork and ensure a smooth account-opening process.

TRADEMARK

A corporation can protect its business name and logo by filing a trademark application with the United States Patent and Trademark Office (USPTO). While there are many online services offering to register trademarks, patents, copyrights, domain names, and company names, it is highly recommended to consult an experienced business attorney.

Proper legal guidance ensures your corporation’s intellectual property is registered correctly, fully protected, and compliant with U.S. trademark laws.

LICENSES AND PERMITS

Depending on the state, city, or industry, a corporation may need to obtain specific business licenses or permits to operate legally. Requirements vary based on location and business activity, so it’s important to verify local regulations.

We recommend consulting with a business licensing specialist or contacting the County Clerk and City Clerk directly to ensure your corporation meets all state and local licensing requirements.

HOW TO FORM A CORPORATION IN THE U.S. - STEP-BY-STEP GUIDE

Forming a corporation in the U.S. involves several important steps — from registration to post-formation setup and ongoing compliance. This guide walks you through the process of incorporating a company in the U.S., using a Florida corporation as an example.

For European entrepreneurs and foreign investors, we strongly recommend working with our experienced business formation attorneys to ensure your corporation is structured correctly, meets all legal requirements, and supports your long-term business goals.

Our services
Our comprehensive services go beyond the initial formation

Forming a corporation is a key milestone for your business - but it’s only the start.
We continue to support your entrepreneurial journey every step of the way.

From legal structuring to business expansion - we are your partner for every phase of your success.

Contracts

Drafting and negotiating contracts such as operating agreements, shareholder agreements, employment contracts, liability waivers, confidentiality agreements, and terms and conditions of sale

Purchase or sale

Assisting with the purchase or sale of businesses or business assets

Changes of structure

Implementing changes to company ownership structures

Updating structure

Updating management, officer, and director structures

GTC

Preparing General Terms and Conditions (GTC)

Website terms and policies

Creating website terms of use and privacy policies

Managing corporate compliance

Filing annual reports, preparing corporate resolutions and annual meeting documents, registering your company as a foreign entity in other U.S. states, and filing required state reports

Subsidiaries

Establishing subsidiaries in additional U.S. states

Connecting to network

Connecting you to our trusted network across the U.S. for additional services such as banking (account opening), real estate transactions (real estate agents), insurance needs (insurance brokers), tax filings (tax advisors), or specialized legal services outside our core practice areas

Limited liability protection
No minimum capital requirement
Clear and formal governance system
Ease of expansion
Ability to raise capital from investors
Globally recognized legal structure
AFTER REGISTRATION
MANAGING YOUR CORPORATION
AFTER REGISTRATION
ANNUAL REPORT

All U.S. corporations must file an annual report to maintain good standing with the state. This filing updates publicly available records, including the corporation’s address, the names and addresses of directors/officers, and the current registered agent.

  • Florida Corporations – The annual report is due no later than May 1 each year, with a filing fee of $150. A late fee of $400 applies if filed after the deadline. If the report is not submitted by the third Friday in September, the Florida Division of Corporations will administratively dissolve the corporation.

  • Other States – Due dates and fees vary. For example, in Wyoming, the annual report is due on the first day of the anniversary month of incorporation.

Failing to file your annual report on time can lead to late fees, loss of good standing, and even corporate dissolution. Working with an experienced business formation attorney ensures your corporation stays compliant in Florida and other U.S. states.

REGISTERED AGENT

Every U.S. corporation must appoint a registered agent when incorporating. A registered agent is a person or authorized entity responsible for receiving official correspondence, including legal documents and notices from federal, state, or local authorities.

Registered agents typically charge an annual fee for their services. If needed, a corporation can change its registered agent at any time by filing the appropriate forms with the Division of Corporations in the state of registration.

Our Florida business formation attorneys can assist you with appointing a registered agent when forming your corporation and handle any future changes to ensure your company remains fully compliant with state requirements.

TAXES AND LICENSES

The Corporation must continue to file federal and local tax returns, if applicable. The Corporation must also ensure that its business licenses are renewed annually, if applicable.

REGISTRATION OF "FOREIGN" LEGAL ENTITIES

If a corporation conducts business in states other than its state of formation, it may be required to register as a foreign entity in those states. Each state has its own rules defining what constitutes “doing business”, which determines whether foreign registration is required.

Many states do not allow retroactive registration and may impose penalties for late filings. To avoid fines or compliance issues, it’s important to analyze state-specific laws before starting operations in a new state and, if required, register the corporation with the Secretary of State and any applicable taxing authorities.

Our Miami business formation attorneys assist corporations in determining where registration is required and handle the entire foreign qualification process to ensure full legal compliance.

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