Foreign Business Activities in The United States

Companies from around the world want to do business in the United States. The U.S. has the most open and free markets in the world, providing access to a large and relatively well-off population with money to spend and invest. Companies can sell their products and services and raise capital in a business-friendly environment. While technology lets a business operate in the United States with no local presence, international businesses must follow a complicated array of federal, state, and local laws as well as international treaties. International businesses need a local guide to assist them in navigating the intricacies of these laws. Our role is to help companies operate successfully at every stage in their lifecycle by providing bespoke solutions that address their needs and goals.

Formation and Structuring of the Business

An international company looking to start up operations in the U.S. must start by selecting the appropriate legal entity -corporation, Limited Liability Company, partnership, or branch of foreign entity – to conduct business operations in the United States. Choosing the right entity requires a complex evaluation of the business, its purpose, its participants and their goals, its location, and all applicable laws. Tax, corporate, and securities laws in both countries as well as international treaties must be considered.

Our attorneys have extensive experience in all these areas to assist clients in developing the most flexible and efficient corporate and tax structure possible based on their circumstances.

We also guide businesses through properly setting up the business. A well-thought-out corporate plan includes creating the governing documents for the company (e.g., Limited Liability Company operating agreement, corporate by-laws and shareholder agreements, buy-sell agreements, etc.), applying for business licenses, registering to do business in a state, and obtaining either an International Tax Identification Number or Employer Identification Number from the Internal Revenue Service, among other requirements for a new business.

Operating the Business

Compliance with federal, state, and local laws and the associated costs are a significant concern for international companies. These companies may also have to comply with the Foreign Bank Account Report (FBAR) and Foreign Account Tax Compliance Act (FATCA), which are two reporting mechanisms that apply to certain U.S. taxpayers – individuals and entities – with assets in foreign financial accounts. We advise clients on how to stay out of legal trouble so they avoid harming their business.

Our firm also advises on all parts of operations from establishing internal controls to negotiating and drafting contracts to raising capital and any other issue that arises. We help clients operate in a way that mitigates risks, reduces costs, and maximizes the income and capital they need to succeed and meet their goals for the business.

Mergers, Acquisitions, and Divestitures

When a company is considering a merger, acquisition, or divestiture, it is essential to have experienced legal advice from the start. We advise clients regarding the best strategy for their circumstances. If a deal presents itself, we conduct due diligence [link to Tax Structuring and Due Diligence page] and negotiate a transaction that is as favorable and tax-efficient as possible.

Dissolution or Exit from the Business

When an individual owner is looking to exit the business or the company must be dissolved, we help owners, partners, and/or members understand their options and develop a solution that meets their needs. Our attorneys assist with developing business succession plans, resolving disputes between owners, and properly dissolving or selling the business to avoid successor liability.

Minimizing Litigation Risks

Our goal is to be proactive in assisting clients with managing their risks. Our first step is to guide businesses in establishing internal processes that reduce the risk of violating any laws.

In the company’s operating documents and contracts, we focus on drafting provisions that minimize the risks of disputes or provide for alternative dispute resolution to avoid litigation. We also advise companies on how to respond to complaints appropriately to increase the likelihood of an out-of-court resolution. If litigation arises, we develop a strategic plan to put the strongest case forward, counter our opponent’s position, and achieve the most efficient and positive result for our clients.

How We Help

We partner with international clients from start-up to exit to help them expand their business into the United States. Our attorneys have the corporate, tax, and international business know-how to advise clients regarding any challenges they may face.

If you are looking to operate in the United States, contact us to discuss your business needs.