Based in Sydney, Australia, Foundry is a blog by Rebecca Thao. Her posts explore modern architecture through photos and quotes by influential architects, engineers, and artists.

How Do I Incorporate a Tech Startup in the US If I'm a Foreigner?

Generally, there is no difference for a foreigner or a US citizen in the formation process. However, you will have additional requirements and hurdles to deal with. That being said, these are not significant enough to pose a problem, and you should not be hesitant about pursuing your venture. Always follow your dream!

Alright let's dig in!

First; you will have to choose a state to incorporate in. So you will need to look at the Secretary of State's website in whatever state you are considering to see if there are any restrictions or requirements that you should be aware of.

Second; you should be mindful of some practical issues that may come up. The biggest concern is that a foreigner can't work in the US unless they have a work visa. So you can own the company and be a director/officer, but you cannot work for the company in the US or be paid for any work done in the US on behalf of the company. This issue speaks more towards a possible path to citizenship or a work visa if you are thinking about maintaining an interest in this startup for a long time or possibly moving to the US to be involved in the startup's operations.

Third; because there is no restriction on foreign individuals owning a company in the US, this also applies to foreign companies. A foreign company may be the owner/founder of the US based startup, but generally the same restrictions will apply regarding working/receiving salary.

Fourth; you will need to choose what type of entity you want to file as. Each startup is different and has unique goals and visions. There are varying legal entities available for startups, and each carries its own benefits and issues. Examples of these entities include Corps, LLC's, C-Corps, S-Corps, Partnerships, LLP's, etc. It is important you figure out which entity will best work for you, because the filing requirements for each differ depending on which state you choose to file under. 

Overall, my best advice to you would be to hire a lawyer. There are so many highly qualified lawyers that deal with business formation/organization with foreign founders. Simply consulting with an attorney can make this process much easier and effective. I have founded two separate startups, and I cannot tell you how important it was to have my attorney with me every step of the way. I have avoided so much added cost and time, and it has really allowed by businesses to grow and succeed.

In your situation, you are dealing with a number of legal considerations. Luckily, you should have no problem starting your company in the US. But your startup is your baby, and you want to do everything possible to make sure it is given the best chance to succeed. A business lawyer familiar with startups can guide you down a path that will maximize the advantages available under state law. You always want to be fully prepared, and having sound legal advice can make a huge difference.
 

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