Entity & Legal Setup
What's the first legal step in a US market entry checklist for a foreign company?
Choosing and forming the US legal entity is the first step, because almost everything else depends on it. You cannot get an EIN, open a business bank account, sign a compliant 3PL or lease agreement, or put a US employee on payroll without a legal entity or a formal substitute such as an employer of record. Foreign founders often start with a website, a logo and a sales plan; the operational sequence starts with entity selection, state of formation, registered agent appointment and the formation filing itself.
Do I need a US entity before I can hire employees or open a bank account?
For a bank account, effectively yes — US banks require a domestic entity, an EIN, formation documents and beneficial ownership information before they will open a business account. For hiring, there is one legitimate alternative: an employer of record hires the person on its own US entity and leases them to you, which lets you hire in weeks rather than months. That is a bridge, not a permanent structure; once you have several US staff or revenue flowing through US contracts, the entity becomes unavoidable.
What's the difference between a US subsidiary and a branch office on a compliance checklist?
A subsidiary is a separate US legal person: it files its own federal and state returns, holds its own bank accounts and contracts, and generally ring-fences the foreign parent from US liabilities. A branch is the foreign parent operating directly in the US, which means the parent itself is registered, taxable on its US effectively connected income, and exposed to US claims. On a compliance checklist, the subsidiary adds formation and governance steps up front and removes parent-level exposure; the branch removes formation steps and adds parent-level tax filings and liability.
Which US state should I incorporate in as a foreign company?
Delaware is the default for companies expecting outside investment, because its corporate law and Court of Chancery are the most predictable for shareholders. But if your only real presence is an office, employees or inventory in one state, forming directly in that state avoids paying for two sets of filings. Either way, you must foreign-qualify in every state where you have a physical presence, so the state of formation is only part of the answer, never the whole of it.
How long does US entity registration typically take?
The filing itself is fast — one to five business days in most states, and same-day in Delaware with expedited fees. The realistic end-to-end timeline is four to eight weeks, because the EIN, the bank account, the beneficial ownership reporting, foreign qualifications and state tax registrations all queue behind the formation. Companies without a US-resident officer should plan toward the longer end, since bank onboarding for foreign-owned entities takes the most time.
Banking & Tax
Can I open a US business bank account remotely without a US address?
Sometimes, but it is the single most common point of failure. Traditional banks usually want a US business address, an EIN, formation documents, and often an in-person visit or a US-resident signer. Several fintech banking providers will onboard foreign-owned US entities remotely with full beneficial ownership verification. A registered agent address alone is frequently rejected as a business address, so this is worth solving before you promise a launch date.
What tax registrations do I need before my first US sale or hire?
At minimum: a federal EIN, state sales tax registration in every state where you have economic or physical nexus, and state payroll/withholding plus unemployment insurance registrations in every state where you employ someone. Storing inventory in a state — including at a third-party warehouse — usually creates nexus on its own. These registrations are per state, not national, which is what surprises most European and Asian entrants.
Do I need an EIN before opening a US bank account?
Yes. Every US bank requires the EIN to open a business account. Applicants with a responsible party who has a Social Security number or ITIN can get one online in minutes; foreign responsible parties without either must apply by fax or mail, which historically takes several weeks. Budget that lead time explicitly — it is a hard dependency for banking, payroll and merchant processing.
What's the realistic cost of setting up a business entity in the US?
State formation fees run roughly $50 to $500 depending on the state, with registered agent service around $100 to $300 a year and annual report or franchise tax obligations on top (Delaware's minimum franchise tax starts at $175 plus a $50 report fee). Add legal drafting, bylaws or an operating agreement, EIN handling, bank onboarding support and initial state registrations and a realistic all-in first-year figure for a foreign-owned entity is roughly $3,000 to $12,000. Ongoing compliance — registered agent, annual reports, bookkeeping and tax filings — typically runs a few thousand dollars a year before payroll or logistics.
Operations & Compliance
What US state-level compliance requirements catch foreign companies off guard?
Four recur constantly: foreign qualification in states where you have employees or inventory, state-by-state sales tax registration and filing, state payroll registrations including unemployment insurance, and annual report filings that lapse quietly and put the entity out of good standing. There is no national business licence in the US and no single federal registration that covers state obligations; a company can be perfectly compliant federally and delinquent in four states at once.
Do I need workers' comp insurance before hiring my first US employee?
In nearly every state, yes — workers' compensation coverage must be in force before the employee's first day, and the rules vary by state and headcount. Some states run monopolistic state funds, others require private policies. Employers also need to complete Form I-9 verification, register for state withholding and unemployment insurance, and comply with state-specific rules on pay frequency, final pay and paid leave.
What's the difference between operations enablement and a commercial GTM checklist?
Operations enablement builds the machinery that lets a company legally trade in the US: entity, governance, banking, tax registrations, payroll, back office, logistics and customs. A commercial go-to-market checklist covers positioning, pricing, channels, demand generation and sales hiring. The distinction matters because a brilliant GTM plan cannot execute if there is no entity to invoice from, no bank account to collect into and no compliant way to employ the salesperson.
How do I know if I owe a registration in a state where I have customers but no office?
Economic nexus rules mean sales volume alone can trigger sales tax obligations — commonly around $100,000 in sales or 200 transactions into a state in a year, though thresholds vary. Physical presence such as inventory, employees or contractors creates nexus regardless of revenue. Practically, you should run a nexus review each quarter against your sales and inventory data rather than waiting for a state notice, which typically arrives with penalties and back taxes attached.
Working With a Partner
What does an operations enablement partner handle that a lawyer alone won't?
A US corporate lawyer will form the entity and draft the documents; they generally will not run your bank onboarding, register you for payroll in four states, select and contract your 3PL, set up bookkeeping and month-end close, manage customs documentation or staff your back office. An operations enablement partner owns the sequence across all those workstreams and the dependencies between them — which is where entries usually stall, not in the legal drafting.
Can Seal Global manage a full US market entry checklist end-to-end?
Yes. Seal Global runs US market entry as an operations enablement program: entity structuring and formation, corporate governance, banking setup, EOR and payroll, accounting and back office, logistics, 3PL and customs, and digital launch support. Twenty-five years of operating experience across US eCommerce, global capability centers and back-office delivery means the same team that files the paperwork also runs the operations afterwards.
What happens if a company skips steps on this checklist and launches anyway?
Typically nothing visible for one or two quarters, then several problems arrive at once: a state sales tax notice with back taxes and penalties, a bank account frozen for incomplete beneficial ownership or governance records, payroll corrections for unregistered state withholding, and customs holds on inventory. Remediation almost always costs several times what sequencing correctly would have, and the worst cases lose banking access or force a pause in trading.