Establish a company in United States it is often the ideal choice, if not necessary, for companies wishing to export to the USA. This process is relatively simple procedurally and can be completed in approximately 48 hours or less.
To operate in the country, a company can open a Representative Office, which provides a fixed base for the Italian company in the USA. However, this office cannot conduct business activities, does not generate income in the territory, and is not subject to taxation. The activities carried out must be auxiliary to those of the Italian parent company.
Alternatively (and this is the most common choice), a company can establish an autonomous entity distinct from the parent company. In this case, the choice of legal structure becomes fundamental.
Among the most common business entities in the USA are the LLC and the Corporation. All are subject to a range of taxation, whether at the local, federal or state level.
It is also possible form a company in a State other than the one in which it intends to operate, provided that the company is also duly registered in the other States as an operating entity.
In this article, we will look at the various solutions available, highlighting the characteristics of each choice.
It's important to note that, with the exception of the Sole Proprietorship, which is intended exclusively for the sole proprietor, all business structures we will discuss can be used by both small businesses and large multinational corporations. There are no significant formal or economic restrictions, and the formation costs for the various types of companies are quite similar.
Corporations (Inc. or Corp.) and Limited Liability Companies (LLCs) are comparable, respectively, to Italian joint-stock companies (Spa) and limited liability companies (Srl). Limited Partnerships, similar to Italian limited partnerships (Sas), are less common due to the greater management flexibility offered by LLCs.
The Corporation is considered formed upon the filing of the Certificate of Incorporation with the Secretary of State's Office. There is no mandatory minimum capital requirement. In fact, capital primarily serves an accounting rather than a legal function and may consist of no- par value shares.
Shareholders can decide whether contributions should be considered capital or loan, with each option offering specific advantages. The Corporation's management is structured on two levels: Directors Officers. The formation process involves choosing the state of incorporation, selecting a company name, filing the Certificate of Incorporation, applying for federal and state tax identification numbers, and opening bank accounts. From the perspective of an Italian company wishing to incorporate in the United States, an interesting aspect is the exclusion of audits by the U.S. tax authorities. This allows for the avoidance of translating all required documentation into English and adapting it to the principles of the American accounting system.
The LLC, comparable to the Italian limited liability company, issues membership interests and has only one level of management (managers). The formation of an LLC is similar to that of a corporation, with the articles of organization varying depending on the state in which it is formed. An LLC can have a single member, and the members are liable only to the extent of the company's capital.
One of the main features of LLCs is their tax transparency: they do not have to file a tax return as the income is passed directly to the members, who must declare it on their personal taxes. From a tax perspective, the LLC is preferred in cases where you want to avoid double taxation: in fact, this legal structure can be taxed as a partnership.
The formation of an LLC is done by signing the articles of organization and adopting a Operating Agreement. This corporate structure is flexible and grants limited liability to its partners. For this reason, it is one of the most frequently chosen options by companies interested in exporting to the USA.
La Limited Partnership (LP) It is similar to the Italian limited partnership (società in accomandita semplice). In a limited partnership, limited partners have liability limited to their capital contribution, while general partners manage the business and are personally liable with their assets.
It is advisable to draft a partnership agreement to regulate the relationships between the partners and the company. If an LP does not have limited partners, it transforms into a General Partnership, in which all partners are liable with their personal assets.
In the planning of internationalization strategies, the choice of business structure for operating in the United States plays a crucial role. This decision depends on the specific circumstances and the type of business you intend to start. LLCs are often preferred for real estate investments or situations involving low taxable income, although it should be noted that, if owned by a foreign company, they may be treated as branches by the U.S. tax authorities, with unfavorable tax implications. On the other hand, corporations, with their flat tax rate of 21%, are generally more advantageous for operating in the United States.
When deciding which business structure to adopt for exporting to the USA, it is always crucial to evaluate several critical elements:
To receive assistance in choosing the most suitable legal structure for your needs for exports to the USA, you can rely on Octagona. With over twenty years of experience in Business internationalization consulting, we support companies at every stage of their expansion outside national borders.
Please feel free to contact us for more information.
Are you interested in our service?
Fill out the form or contact us at
+39 059 9770184
Copyright © Octagona. All rights reserved. P.I. 02646871208
Italian Italian 
English