Expanding to the USA: What Foreign Companies Need to Know Before They Start

Foreign company setting up a US office — market entry guide for international businesses
Expanding to the USA: What Foreign Companies Need to Know Before They Start

US Market Entry Guide

Expanding to the USA: What Foreign Companies Need to Know Before They Start

A practical guide to US market entry — covering entity structure, banking, tax, and compliance — with a specific focus on Florida as a gateway state for international business.

By Nextpay Global  ·  Published April 2026  ·  Last reviewed April 2026  ·  18-minute read

For foreign companies expanding to the USA, the opportunity is significant — a vast consumer base, a deep economy, and in many sectors simply the market where you need to be if you want to be taken seriously globally.

But the path to a functioning US operation is rarely straightforward. The legal structure, tax obligations, banking requirements, and compliance expectations are all distinct from what most foreign companies are used to — and the gaps between what you think you know and what’s actually required have a habit of showing up at the worst possible moment.

This guide is written for founders, finance directors, and operations leads at foreign companies that are either considering the US market or have already begun the process and hit unexpected friction. Much of what follows applies wherever in the US you locate — entity structure, tax obligations, banking, and compliance are broadly consistent at the federal level. However, the guide has a specific focus on Florida as a landing point: it is one of the country’s most internationally connected states, a gateway for trade with Latin America, Europe, and beyond, and home to a dense network of organizations that actively support foreign companies through market entry. Where content is Florida-specific, that is signposted clearly.

This guide is for general informational purposes only. It does not constitute legal, tax, financial, or professional advice of any kind. US laws, tax rates, compliance requirements, and regulations change frequently and vary by state, industry, and individual circumstances. Nothing in this guide should be relied upon as the basis for any business, legal, or financial decision. Always consult a qualified US attorney, international CPA, and other relevant professionals before taking action in relation to US market entry.

1. Choosing the right US entity structure

The first decision most foreign companies get wrong — or at least agonise over unnecessarily — is which type of US entity to form. The good news is that for most foreign-owned businesses, the choice narrows down quickly.

Limited Liability Company (LLC)

The LLC is the most flexible structure available in the US. It offers personal liability protection, avoids the double-taxation that affects C-Corporations, and has minimal ongoing compliance requirements compared to a corporation. For many small-to-mid-sized foreign businesses establishing a US presence, particularly service businesses, consultancies, or those testing the market, an LLC is the natural starting point.

One important nuance for foreign owners: a single-member LLC owned by a non-US person or company is treated as a disregarded entity for US federal tax purposes by default. This has specific reporting implications (including Form 5472 filings) that catch many foreign owners off guard. More on this in the tax section.

C-Corporation

If you’re planning to raise venture capital, bring in US institutional investors, or eventually list on a US exchange, a C-Corp — specifically incorporated in Delaware — is almost universally expected. US investors are deeply familiar with Delaware C-Corp structures, and most term sheets are written with that in mind.

The downside is double taxation: the corporation pays federal tax on its profits, and shareholders pay again on dividends. For businesses not seeking outside investment, this is usually an avoidable complexity.

Branch office

Some foreign companies choose to operate through a branch rather than forming a separate US entity. A branch is legally an extension of the parent company, not a separate legal person. While this avoids some incorporation steps, it also means the parent company is directly exposed to US legal liability — which is rarely desirable. Branches also face the Branch Profits Tax, a 30% withholding tax on effectively connected earnings remitted to the foreign parent (subject to tax treaty reductions).

For most companies, the branch route adds risk without meaningful simplification.

Structure Best for Key consideration
LLC Service businesses, market testing, small teams Form 5472 reporting if foreign-owned; check S-Corp rules don’t apply
C-Corporation Venture-backed startups, companies seeking US investment Double taxation; Delaware incorporation strongly preferred by investors
Branch Short-term, limited-scope operations Parent company directly liable; Branch Profits Tax applies

Before committing to a structure, speak with a US CPA or attorney who works specifically with foreign-owned businesses. The entity type you choose affects your tax obligations, banking options, and investor relationships for years to come. Many international law firms offer fixed-fee initial consultations.

2. Where to incorporate — and why Delaware is so popular

The US does not have a single national company registry. Each state has its own incorporation rules, fees, and ongoing requirements. You incorporate in one state, and if you operate physically in others, you register as a “foreign corporation” (confusingly, this means foreign to that state, not foreign to the country) in each state where you have a meaningful presence.

Delaware

Delaware is the incorporation home of more than 65% of Fortune 500 companies — not because of favorable tax rates (it has none on income for companies that don’t operate there), but because of its legal infrastructure. Delaware’s Court of Chancery is a dedicated business court with no jury trials, a deep body of corporate case law, and judges who are specialists in corporate matters. For any company that might face investor disputes, board disagreements, or complex governance decisions, this predictability is genuinely valuable.

Delaware also has flexible corporate laws that make it easier to issue multiple share classes, establish sophisticated governance structures, and maintain confidentiality (Delaware doesn’t require public disclosure of officer and director names in most cases).

The practical downside: if you don’t actually operate in Delaware, you’ll pay Delaware’s annual franchise tax (which can be significant for companies with many authorized shares) and the registration and compliance costs in your actual operating state. For a lean operation this is a meaningful overhead.

Florida (and other operating states)

If you’re establishing an office, hiring employees, or holding inventory in a specific state, you’ll need to be registered there regardless of where you originally incorporated. Florida is a particularly common landing point for international companies — it has no state income tax on individuals (though it does tax corporate income at 5.5%), a business-friendly regulatory environment, and some of the deepest international trade infrastructure in the country, particularly through the Port of Tampa and Port Everglades. It is also the US state with the largest number of foreign consular posts outside of New York and Washington DC, reflecting its position as a genuine gateway for international business.

For companies in aerospace, life sciences, defense, or international trade, Central Florida and the broader I-4 corridor from Jacksonville through Tampa, Orlando, and down to Miami have genuine sectoral depth — not just convenient geography.

Wyoming and Nevada

You’ll often see these states recommended online as low-cost alternatives to Delaware. Wyoming in particular has no corporate income tax, low fees, and strong privacy provisions. For a simple LLC that won’t be seeking outside investment, these can be practical choices. For anything more complex, or anything investor-facing, Delaware remains the convention.

3. What kind of facility are you opening? It shapes everything

Most guides treat location selection purely as a legal or tax question — Delaware versus Florida, LLC versus C-Corp. But there’s an equally important operational dimension that determines where you should look: what you’re actually building.

The dominant cost and risk factors vary considerably depending on your facility type, and getting this wrong means optimising for the wrong variables from the start.

Sales office
Establishes a customer-facing presence. Typically a small team, light on infrastructure requirements.
Key driver: proximity to target customers
Development & engineering
Adapts products or IP to the US market. Requires specific technical talent and often proximity to research institutions.
Key driver: talent availability and quality
Warehouse / distribution
Holds goods manufactured elsewhere. Opened once sales contracts are secured to reduce lead times.
Key driver: logistics access and freight costs
Manufacturing
US-based production to reduce delivery times and free working capital tied up in overseas inventory.
Key driver: labor cost and availability
Corporate HQ / regional office
Manages US operations across functions — finance, HR, legal, leadership. Often follows once other facilities are established.
Key driver: talent pool, connectivity, quality of life

A distribution operation choosing between Tampa and Atlanta should weight freight costs and port access heavily. A tech company opening an engineering office should be tracking graduate output and retention rates from nearby universities. These are different analyzes, and conflating them leads to suboptimal decisions.

Worth noting: state and local economic development organizations (covered in the resources section) can provide site-specific data on labor availability, utility capacity, and construction timelines that isn’t publicly available elsewhere — and at no cost. Engaging them early, before you’ve committed to a location, is a straightforward way to improve the quality of your analysis.

Florida’s regional economic development organizations — including the Orlando Economic Partnership, Tampa Bay EDC, and the Beacon Council in Miami — routinely work with international companies on site selection. They can model workforce scenarios, identify available buildings, and in some cases facilitate introductions to incentive programs. Most of this is free to qualifying companies.

Federal government as a customer

For companies in sectors like technology, aerospace, defense, or professional services, the US federal government can itself be a significant potential customer. Federal contracting requires registration on SAM.gov and involves its own compliance rules — including domestic content requirements that affect foreign-owned companies. If federal contracting is part of your revenue strategy, engage a specialist early; it is a distinct market from commercial sales.

4. Practical steps: EIN, registered agent, and business address

Employer Identification Number (EIN)

An EIN is the US equivalent of a company tax identification number. You need one to open a US bank account, hire employees, file federal taxes, and complete most substantive US business transactions. Without an EIN, you effectively can’t function as a US business.

Foreign entities can apply for an EIN by completing IRS Form SS-4. If you don’t have a Social Security Number or Individual Taxpayer Identification Number (ITIN), you’ll need to apply by phone or fax rather than online — the IRS online EIN system requires a US taxpayer number. Processing times vary; the fax route typically takes a few weeks.

Some service providers claim to apply for your EIN on your behalf for a fee. While this is legal, many foreign companies have found their EIN applications significantly delayed by errors in third-party filings. If you can manage the process directly with the IRS, it’s generally worth it.

Capitalizing your entity

Most US states require a minimum paid-in capital contribution when forming a business entity — commonly around $1,000, varying by state. Beyond that legal minimum, you will need to fund your US entity’s early operations from overseas until it becomes self-sustaining. This is one of the more practical early use cases for a multi-currency account: converting from your home currency into USD at competitive rates and transferring funds into the US operation without needing a US bank account already in place.

Registered agent

Every US entity must have a registered agent — a person or company with a physical address in the state of incorporation who is authorized to receive legal documents on behalf of the company. This is not the same as your business address. Many foreign companies use a commercial registered agent service, which typically costs between $50 and $300 per year. Companies like CT Corporation, Northwest Registered Agent, and Registered Agents Inc. are widely used.

Business address

A registered agent address is not sufficient for most operational purposes. You’ll need a real US business address to open bank accounts, receive mail, list on your website, and maintain credibility with US clients. Options range from a virtual office service (which provides a real street address and mail forwarding) to a physical co-working space or leased office. For early-stage entry, virtual office services from providers like Regus, WeWork, or Alliance Virtual Offices are a practical starting point and typically acceptable to most banks.

Check whether your intended bank will accept a virtual office address before you commit to one. Some banks require a physical lease agreement or utility bill at your registered address. Call ahead and ask specifically — it saves a lot of back-and-forth later.

If your corporate documents were issued outside the US, you may be asked to provide an apostille — a specialized certificate that verifies the authenticity of a document for use in countries party to the Hague Convention. This requirement isn’t universal, but it comes up often enough with banks and state agencies that it’s worth understanding before you start. An apostille is obtained from the relevant authority in the country that issued the original document, not in the US.

A note on visas for personnel

Incorporating a US entity and actually working in it are separate matters. If you plan to send personnel from your home country to staff or lead your US operation, work visas need to be arranged well in advance — processing times are typically several months, and some categories are subject to annual caps. The E-2 Treaty Investor and L-1 Intracompany Transferee visas are the most commonly used by foreign companies establishing US subsidiaries. An immigration attorney should be engaged early in the planning process, not after a start date has been committed to.

5. The banking catch-22 — and how to get around it

This is perhaps the most frustrating part of US market entry, and it’s one that doesn’t get discussed nearly enough in the standard “how to set up in the US” guides.

The problem is circular. To open a US business bank account, most major US banks require a US-incorporated entity with an EIN. But to fund that entity — particularly if you’re wiring money from overseas to capitalize it — you need a bank account. And to get the bank account, many banks want to see existing business activity or a physical US presence that you can’t demonstrate until you’re already operational.

There’s a second layer to this problem that often catches companies by surprise: before your US entity exists, you still have fees to pay. Filing with Sunbiz or your chosen state agency, registered agent costs, and EIN service fees all require USD payment — but you don’t yet have a US account to pay them from.

Traditional US retail banks (Bank of America, Chase, Wells Fargo, Citibank) typically require in-person account opening, meaning at least one authorized signatory must appear physically at a branch with the requisite documents. For a foreign company that hasn’t yet sent anyone to the US, this is a genuine practical barrier.

Breaking the circular dependency

Multi-currency payment accounts are the most practical first step, and one that many companies overlook. A foreign company can onboard its home-country entity with a cross-border payments provider, gaining access to USD-denominated accounts and the ability to pay US incorporation fees — filing costs, registered agent fees, EIN services — before a US bank account exists. This directly breaks the chicken-and-egg problem by allowing your existing overseas entity to fund the US setup.

Nextpay Global offers exactly this: your home-country company is onboarded first, giving you immediate access to multi-currency accounts and USD payment capability. Once your US entity is approved, it is added to the same Nextpay Global account — giving both your parent company and your new US entity a unified platform for payments, intercompany transfers, and FX from day one. The team is US-based and can provide hands-on guidance through the process.

Once your US entity and EIN are in place, you can also pursue a traditional US bank account for day-to-day US operations. Some international banks with a presence in both your home country and the US can sometimes facilitate introductions across their internal network — worth exploring if you have a long-standing relationship with one.

One important limitation to be aware of: most US payroll providers require a traditional US bank account, not a multi-currency or payments account. If you plan to hire US employees, factor the time needed to open a conventional US bank account into your setup timeline — it often takes four to twelve weeks for foreign-owned entities once KYC reviews are included.
On timing Don’t assume a US bank account will be ready in a week or two. Traditional bank account opening for foreign-owned entities routinely takes four to twelve weeks once KYC reviews are factored in. Having a payments solution operational during that window — rather than discovering the gap when your first invoice arrives — is straightforward to plan for and worth doing.

Documents you’ll typically need for US bank account opening

  • Certificate of Incorporation / Articles of Organization
  • EIN confirmation letter (CP 575)
  • Operating Agreement (for LLCs) or Bylaws (for Corporations)
  • Proof of identity for all beneficial owners (passport plus proof of address)
  • Business address documentation
  • Description of business activities and expected transaction types

Requirements vary between institutions. Some will ask for proof of first US client or contract. Others will ask for evidence of parent company financials. If your documents were issued abroad, have them apostilled in advance — delays caused by missing authentication are common and avoidable. Preparing a clear, professional summary of your business in advance makes the process faster regardless of which institution you approach.

6. US tax obligations for foreign-owned businesses

The information in this section is a high-level general overview only. US tax law for foreign-owned entities is complex, frequently updated, and highly dependent on individual circumstances including entity structure, country of residence, applicable tax treaties, and the nature of your business activities. The figures and rules described here — including tax rates, penalty amounts, and filing thresholds — are subject to change. This is not tax advice. Engage a qualified CPA or tax attorney with specific experience in international tax for foreign-owned US businesses before making any decisions.

US tax compliance for foreign-owned entities is a subject that fills entire textbooks, and this guide is not a substitute for qualified advice. But understanding the landscape — even at a high level — will help you ask the right questions and avoid the most common and costly surprises.

Federal corporate income tax

US corporations and LLCs treated as corporations pay federal corporate income tax at 21% on their net income. LLCs treated as partnerships (including most single-member LLCs owned by foreign entities) are subject to different rules — income may be “effectively connected income” (ECI) subject to US tax, or it may be treated differently depending on the nature of activities.

State and local taxes

In addition to federal tax, most states impose their own corporate income or franchise taxes. Florida’s corporate income tax rate is 5.5%. Some states (notably Texas) have a gross receipts tax rather than an income tax. A business with employees, offices, or significant sales in multiple states may have tax obligations across several jurisdictions — known as “nexus” — even without a physical presence in each one, particularly following the Supreme Court’s 2018 South Dakota v. Wayfair decision.

Form 5472 — the one foreign LLC owners most often miss

A single-member LLC owned by a foreign person or company is required to file Form 5472, reporting any transactions between the LLC and its foreign owner. The penalty for failure to file is $25,000 per form, per year — even if the LLC has no income. This is one of the most commonly overlooked US tax obligations for foreign-owned entities, and the penalties are not sympathetically applied.

Transfer pricing

If your US entity transacts with related parties outside the US — buying goods from your parent company, paying for services, licensing intellectual property — those transactions must be priced on an arm’s length basis. The IRS takes transfer pricing seriously, and documentation requirements apply even to relatively small businesses. Getting this wrong can result in costly adjustments and penalties.

FBAR and FATCA

US entities (and their foreign owners in some circumstances) may have filing obligations related to foreign financial accounts. The Foreign Bank Account Report (FBAR) requires reporting of foreign financial accounts exceeding $10,000 at any point during the year. FATCA has separate and overlapping requirements. Both are administered by FinCEN and the IRS respectively, and non-filing penalties are significant.

Repatriating earnings and withholding tax

Once your US operation is profitable, moving money back to your parent company — as dividends, management fees, or intercompany loan repayments — carries withholding tax implications. Dividends from a US corporation to a non-US parent are generally subject to 30% federal withholding tax, though this is commonly reduced under tax treaties. The US has treaties with the UK, most EU member states, Canada, Australia, Japan, and many others. Confirming your treaty position at the structure stage — not after you are operational — is straightforward and can materially affect how you set up intercompany flows. The right payments infrastructure makes these recurring transfers significantly cheaper and more efficient.

Work with a CPA who specializes in international tax for foreign-owned US businesses. This is not an area where general-purpose accounting software or a generalist accountant will reliably cover your obligations. The cost of specialist advice is substantially less than the cost of discovering compliance gaps after the fact.

7. Compliance, KYC, and what US institutions will ask for

Compliance obligations — including beneficial ownership reporting, licensing requirements, and employment law — vary by entity type, industry, state, and the date your company was formed. Requirements described in this section reflect general rules as understood at the time of writing and may have changed. Do not treat anything in this section as legal compliance advice. Always verify your specific obligations with a qualified US attorney.

The US has some of the most rigorous anti-money laundering and financial crime compliance requirements in the world. The Bank Secrecy Act, FinCEN regulations, OFAC sanctions lists, and the Corporate Transparency Act’s beneficial ownership reporting requirements all create a compliance environment that surprises many foreign companies — not because their business is problematic, but because the documentation demands are genuinely extensive.

Beneficial Ownership Information (BOI)

As of 2024, most US entities are required to report their beneficial owners to FinCEN under the Corporate Transparency Act. A beneficial owner is any individual who directly or indirectly owns or controls 25% or more of a company, or exercises substantial control over it. Reporting must include full legal name, date of birth, residential address, and a unique identifying number from a government-issued document. New companies must file within 90 days of formation; existing companies have annual obligations.

Non-compliance with BOI reporting carries civil penalties of up to $591 per day and potential criminal penalties. If your US entity was formed after January 1, 2024, this filing is not optional and the deadlines are strict.

What banks will want to know

When opening US accounts — whether with a traditional bank or a payments provider — expect Know Your Customer (KYC) requirements to include: identity verification for all beneficial owners and authorized signatories, confirmation of source of funds and source of wealth, a clear explanation of the nature and purpose of the business, and sometimes background information on key clients and counterparties.

US financial institutions are particularly cautious about companies with complex offshore ownership structures, businesses in higher-risk sectors (money services, crypto, cannabis, even some legal services), and companies with beneficial owners from jurisdictions on FATF grey or blacklists. Having clean, well-organised corporate documentation — not just what’s legally required, but clearly presented — makes a material difference to how quickly and smoothly account opening proceeds.

At-will employment

Almost every US state operates under the “at-will” employment doctrine — under which employment can be terminated by either the employer or the employee at any point, without notice or formal cause. This is a significant departure from most European employment frameworks, and US employment agreements need to be drafted accordingly. Using home-country employment contracts without adaptation creates legal risk and misaligned expectations — always use US counsel to prepare employment agreements.

State-level licensing

Depending on your industry, you may need state or federal licenses before you can operate legally in the US. Healthcare, financial services, legal services, insurance, alcohol, real estate, and construction all have specific licensing requirements that vary by state. Checking your licensing obligations early — before you’ve committed to a structure and timeline — prevents expensive delays.

8. Moving money across borders once you’re operational

Once your US entity is operational, you’ll regularly need to move money between your home country and the US — paying your parent entity, repatriating profits, funding payroll, paying overseas suppliers, or receiving payment from international clients.

This is where the gap between the nominal cost and the actual cost of international transactions becomes visible. Wire transfers through US retail banks are reliable but expensive — fees of $25–$50 per outgoing wire, plus FX spreads that are rarely disclosed transparently. On high-volume or regular transactions, these costs accumulate quickly.

The FX spread problem

When a US bank converts dollars to your home currency (or vice versa), the exchange rate they apply is typically 2–4% worse than the interbank (mid-market) rate. This spread is not a fee — it doesn’t appear on your statement as a line item — which is why many businesses don’t notice it until they look carefully at what they actually received versus what the market rate was at the time.

For a company moving $500,000 per year across currencies, a 3% spread represents $15,000 in hidden cost. For companies with larger volumes, the numbers are proportionally larger.

Multi-currency accounts and competitive FX

Specialist cross-border payment providers charge a lower margin than most banks on currency conversion, which means you receive a more competitive exchange rate on every transaction. Combined with multi-currency accounts that let you hold, receive, and pay in multiple currencies without converting unnecessarily, and faster settlement through local payment rails, the total cost of moving money internationally is materially lower than routing everything through a retail bank.

Nextpay Global provides these services specifically for companies operating across borders. You can hold balances in USD, GBP, EUR, AED, and other currencies, convert at competitive rates, and move money between your home entity and your US operation with lower per-wire fees or opaque spreads associated with retail bank transfers. For foreign companies entering the US market, this kind of payments infrastructure is worth setting up alongside your legal structure — not after.

Living with currency exposure

If your revenues are in US dollars but your costs are in another currency — or vice versa — you’re carrying ongoing FX exposure. This is a structural feature of running cross-border operations, not a one-time conversion problem. A strengthening dollar increases the value of your US revenues when converted home; a weakening dollar erodes them. Over a 12-month period, a 5–7% currency move against you can materially affect profitability in ways that have nothing to do with how well the business is performing.

For businesses with predictable currency flows, forward contracts allow you to lock in an exchange rate for a future transaction, providing certainty regardless of what markets do between now and then. This is a standard service — not a complex derivative instrument — and is part of what Nextpay Global offers to cross-border businesses. If you know you’ll be paying staff or suppliers in another currency in three months, you can fix the rate today.

The intercompany dimension is worth planning specifically. If your US entity regularly pays your parent company — for services, licensing, management fees — those transactions have both transfer pricing implications (see the tax section) and FX cost implications. Having a structure that lets you hold balances in both currencies, convert when rates are favorable, and execute transfers with lower per-wire fees reduces unnecessary friction on what should be routine treasury operations.

9. Economic development incentives — don’t leave money on the table

One of the most consistently overlooked aspects of US market entry is the competitive landscape for inbound investment at the state and local level. US states and municipalities actively compete for foreign companies, and the financial tools they deploy — tax credits, grants, training subsidies, property tax abatements, infrastructure support — can be worth hundreds of thousands of dollars over a five-year period for companies that qualify.

These incentives are not charity. They are negotiated instruments, typically tied to commitments around job creation, capital investment, and minimum tenure in a location. The economics only make sense if you intend to stay — which is exactly the profile of a company making a serious market entry rather than a tentative one.

What’s typically available

Common incentive categories include corporate income tax credits linked to job creation, property tax reductions or freezes for qualifying investments, workforce training grants funded by state programs, discounted or expedited access to industrial sites or enterprise zones, and occasionally direct grants for specific sectors or project types (particularly in manufacturing, life sciences, and technology).

Florida has specific programs through FloridaCommerce targeting international inbound investment, including the Qualified Target Industry (QTI) tax refund program and the Capital Investment Tax Credit (CITC) for high-impact projects. Eligibility requirements vary, but many international companies overlook these entirely because they don’t know to ask.

How to access them

The right entry point is through your regional economic development organization (EDO) — the Orlando Economic Partnership, Tampa Bay EDC, Miami-Dade Beacon Council, or the equivalent for your target location. These organizations exist specifically to help companies like yours navigate the incentive landscape and connect you to the relevant state and local programs. Engaging them before you’ve made a final location decision gives you meaningful leverage; engaging them after the fact means you’ve already given up your negotiating position.

Timing matters In the US, many incentive programs are structured around a “but for” requirement — meaning the incentive is only available if it influenced the location decision. Once you’ve publicly committed to a location or announced a US expansion, you’ve weakened your eligibility for some programs. Engage EDOs early and keep location decisions confidential until agreements are in place.

SelectFlorida, the state’s official inward investment agency, can also connect international companies to the full range of state-level programs and provide guidance on which ones apply to a given project type. Their services are free to qualifying companies.

10. Foreign direct investment restrictions and CFIUS — if you’re acquiring, not just incorporating

CFIUS regulations, mandatory review categories, and filing requirements are subject to frequent change by executive order, regulation, and legislation. The information in this section is a general introduction only. If you are considering any acquisition of a US business, joint venture, or significant investment, you must obtain legal advice from a US attorney with specific CFIUS expertise before proceeding. This section does not constitute legal advice.

Foreign Direct Investment (FDI) refers to any investment made by a company or individual in one country into business interests in another — including setting up operations, acquiring assets, or purchasing a controlling stake in a foreign business. Most of this guide addresses the greenfield path: incorporating a new US entity, building a team, and growing from scratch. But if your strategy involves acquiring an existing American business rather than building one, a different and considerably more complex set of considerations comes into play.

The Committee on Foreign Investment in the United States (CFIUS) is the federal inter-agency body that reviews foreign acquisitions of US businesses for national security implications. Its mandate has expanded significantly in recent years, and the range of industries subject to review is now broader than most foreign acquirers expect.

Which sectors face scrutiny

CFIUS review is mandatory for transactions involving US businesses in sectors including defense and defense contracting, critical technology (broadly defined, and expanding), telecommunications and media, financial services, energy infrastructure, transport, and businesses that handle sensitive personal data at scale. The rules have also been extended to cover certain real estate transactions near military installations.

Beyond mandatory review, CFIUS has the authority to review any transaction that raises national security concerns — which means even businesses outside the formal mandatory categories can face scrutiny if the acquiring company’s ownership, country of origin, or industry relationships raise questions.

What this means practically

If you are considering acquiring a US business rather than building one, legal advice from a firm with CFIUS expertise is not optional — it’s the first thing you need. The timeline for CFIUS review can add months to a transaction, the outcome is not guaranteed, and transactions that proceed without required filings can be unwound after closing. Most acquisition-stage international investors engage CFIUS counsel before signing a letter of intent.

For companies setting up a greenfield operation — which is the path most international companies take at the entry stage — CFIUS is generally not a concern. But it’s worth understanding the distinction clearly, particularly if your longer-term US strategy includes bolt-on acquisitions once you’re established.

11. The most common mistakes foreign companies make

Certain patterns repeat consistently among international companies entering the US market. Most mistakes aren’t the result of bad decisions — they’re the result of assumptions that are reasonable in a home market but don’t translate.

1. Underestimating the banking timeline

Many companies assume they’ll have a functioning US bank account within a week or two of incorporation. In practice, traditional bank account opening for foreign-owned entities routinely takes four to twelve weeks once KYC reviews are factored in. Building a realistic timeline — and having a payments solution in place for the interim period — prevents operational delays.

2. Choosing the wrong entity type for the long term

It’s possible to convert a US LLC to a C-Corp, but it’s a cumbersome process with potential tax consequences. Getting professional advice on entity selection before you incorporate is cheaper than unwinding a wrong choice later.

3. Missing Form 5472

Already covered above, but worth repeating: this is the single most common tax compliance gap for foreign LLC owners, and the penalties are severe.

4. Treating the US as a single market

The US is 50 separate regulatory environments for many purposes — employment law, consumer protection, tax, professional licensing. Hiring in California has entirely different implications than hiring in Florida. Selling to consumers in New York creates different sales tax obligations than selling in Texas. Take state-level variation seriously from day one.

5. Not protecting intellectual property early

US trademark, patent, and copyright protections are jurisdiction-specific. A trademark registered in your home country gives you no automatic rights in the US. Filing for US trademark protection early — before you start trading and before competitors notice you — is far less expensive than litigating over your brand after the fact.

6. Underestimating employment law complexity

The US has no single national employment framework comparable to what most European countries are used to. At-will employment, varied state-level protections, contractor classification rules (particularly important in California), benefits expectations, and healthcare considerations all create a more complex HR environment than many foreign founders anticipate. Using a Professional Employer Organization (PEO) is one of the more practical ways to manage early US hiring — it provides compliant payroll processing, benefits administration, and HR infrastructure without requiring you to build those functions from scratch. For a company making its first few US hires, it’s the standard approach rather than the exception.

7. Neglecting sales tax

Unlike VAT, which is federal in most countries, US sales tax is state and locality-administered. There are over 11,000 taxing jurisdictions in the US. Following the Wayfair decision, economic nexus rules mean that exceeding certain sales thresholds in a state — even without a physical presence — may trigger sales tax registration and collection obligations. Automated sales tax tools (Avalara, TaxJar) are widely used by businesses selling across multiple states.

8. Skipping the incentive conversation

Most foreign companies don’t realise that state and local economic development organizations will actively help them identify financial incentives — and that engaging them before committing to a location is one of the few areas of US market entry where leverage is genuinely available to the incoming company. Once a location decision is made and announced, that leverage largely disappears.

12. Organizations that can help

No company needs to navigate US market entry entirely alone. The organizations listed here range from federal programs that operate across the entire country to state and regional bodies specific to Florida. The federal resources — SelectUSA, the US Commercial Service, the SBA — are relevant regardless of where in the US you locate. The Florida-specific organizations reflect the fact that Florida has one of the most developed international trade and investment networks in the country, and for companies targeting the Southeast, Latin America, or the broader Americas, it is an exceptionally well-supported environment. Most of these organizations offer free or subsidized services to qualifying businesses.

Federal government resources

These organizations operate across the entire US. They are relevant to any company entering the American market, regardless of which state you choose. Florida offices are noted where they exist.

The US federal government’s official inward investment program, operated by the Department of Commerce. Connects foreign companies directly with state and local economic development agencies. Hosts the annual SelectUSA Investment Summit — the largest event of its kind in the US.
Part of the US Department of Commerce. Trade specialists in Florida offices (Miami, Fort Lauderdale, Jacksonville, Orlando, Tampa/Clearwater, Tallahassee) help both inbound and outbound companies navigate the US market. A first-call resource for market intelligence and introductions. Florida offices: Miami · Fort Lauderdale · Jacksonville · Orlando · Tampa · Tallahassee
Federal agency offering loan programs, business counselling, and international trade assistance. Florida has two district offices: South Florida (Miami, covering the southeast) and North Florida (Jacksonville, covering north and central Florida). Many SBA programs are accessible to foreign-owned US entities.
The official US export credit agency. Provides financing, loan guarantees, and insurance to support US exports. The Miami office covers Florida. Relevant to foreign companies whose US operations will be involved in exports.

Florida state resources

Florida’s state-level international trade and investment infrastructure is among the most active in the US, reflecting the state’s deep ties to global commerce.

Florida’s official state international trade and investment promotion agency, formed in 2023 as a Direct Support Organization for FloridaCommerce. Works with international companies seeking to establish or expand in Florida. Regional offices cover Tampa Bay, Orlando/Central Florida, Miami-Dade/Southwest Florida, Jacksonville/Northeast, West Palm Beach/Southeast, and Pensacola/Northwest/Tallahassee.
Florida’s Small Business Development Center network has over 40 offices statewide and offers free, confidential consulting to businesses at any stage. The international trade services team provides specific support for companies entering the US market, including market research and regulatory guidance.
Maintains a directory of bi-national chambers of commerce, consulates, and sister city relationships across Florida. A useful starting point for identifying country-specific business connections. Florida is home to over 100 bi-national chambers representing virtually every major trading partner.
The state chamber’s international division focuses on trade policy, export promotion, and Florida’s global competitiveness. Engages across four geographic regions — North, South, Central, and Northwest Florida — through its Global Florida initiative.

South Florida (Miami-Dade, Broward, Palm Beach)

South Florida is Florida’s most internationally connected region and one of the top destinations for foreign direct investment in the entire US. Miami functions as the de facto headquarters for hundreds of Latin American and European multinationals operating in the Americas.

The official economic development organization for Miami-Dade County and the primary point of contact for international companies considering a Miami base. Offers site selection assistance, market research, regulatory navigation, and connections to the regional business community. Particularly well-connected for Latin American market entry.
Supports business location and expansion in Broward County (Fort Lauderdale area). Strong in aviation, healthcare, and international logistics given the county’s proximity to Fort Lauderdale-Hollywood International Airport and Port Everglades.
Economic development organization for Palm Beach County. Works with international companies exploring relocation or expansion to the Palm Beach area, which has seen significant inbound business activity particularly from financial services and technology sectors.
One of the oldest and largest chambers in the US, representing businesses across Greater Miami since 1907. Internationally focused with specific programs supporting foreign companies and trade relationships across the Americas, Europe, and beyond.
Volunteer organization of experienced international trade professionals appointed by the US Secretary of Commerce. Provides mentoring and practical guidance to companies engaged in or entering international trade. Covers Miami-Dade, Broward, and Palm Beach counties.
The economic development organization for Broward County. Coordinates with the Beacon Council and Palm Beach BDB on regional business attraction. Particularly active in international investment from the Americas and Europe through Port Everglades, one of the top containerised cargo ports in the US.

Central Florida (Orlando, Tampa Bay, Space Coast)

Central Florida is the state’s fastest-growing region for foreign direct investment, anchored by two major metros — Orlando and Tampa Bay — with distinct but complementary sectoral strengths.

The economic and community development organization for the seven-county Orlando region (Brevard, Lake, Orange, Osceola, Polk, Seminole, Volusia). Works directly with international companies expanding into the US, offering global business assistance, market intelligence, and site selection services. Key contact for Central Florida market entry.
Based at the National Entrepreneur Center in Orlando. Focuses on trade development for a six-county Central Florida area. Facilitates connections between international companies and Central Florida businesses, coordinates delegations, and provides trade research and educational resources.
The regional economic development body for Hillsborough County and the broader Tampa Bay area. Supports business location, expansion, and talent attraction across one of Florida’s largest metros. Covers sectors including financial services, cybersecurity, life sciences, and defense.
Economic development for Pinellas County (St. Petersburg/Clearwater). Florida’s largest manufacturing employment base is in Pinellas, alongside significant activity in healthcare IT, marine technology, and professional services. Manages Foreign Trade Zone No. 193.
Facilitates protocol and international trade relationships for the Tampa Bay region. Useful for companies seeking introductions to diplomatic and trade networks in the area.
Supports business growth in Pasco County, a rapidly developing part of the Tampa Bay metro. Active in logistics, manufacturing, and technology sectors.
Covers Brevard County on Florida’s east coast. Relevant for companies in aerospace, defense, technology, and advanced manufacturing given the concentration of space industry activity around Kennedy Space Center and Cape Canaveral.
Economic development organization for Volusia County (Daytona Beach area). Active in aerospace, manufacturing, and technology sectors. A useful contact for companies considering the northeastern edge of the Central Florida corridor.
Trade promotion organization connecting Tampa Bay businesses to international markets and international companies to local resources. Part of the World Trade Centers Association global network.

Central Florida — incubators and accelerators

Business incubators and accelerators offer international companies a practical landing pad — workspace, mentorship, peer networks, and in some cases access to university resources and investor connections. Several are well-suited to foreign companies at the early entry stage.

One of the largest university-affiliated incubation programs in the US, operating across multiple sites in the Orlando region. Strong in technology, life sciences, and defense. International companies are eligible to apply.
Tampa Bay’s premier startup accelerator, focused on technology companies. Offers mentorship, co-working space, and investor access in the heart of Tampa’s downtown innovation district. Actively supports internationally-founded companies.
Orlando-based hub co-located with the Small Business Development Center and multiple trade organizations. Provides advisory services, workspace, and connections for companies at any stage, including international market entrants.
University-industry partnership spanning the I-4 corridor from Tampa to Daytona. Connects technology companies with research resources at UCF, USF, and UF. Useful for companies with R&D components to their US operations.

North Florida (Jacksonville, Tallahassee, Panhandle)

North Florida is often overlooked by international companies focused on Miami or Orlando, but it offers distinct advantages — particularly Jacksonville’s logistics infrastructure and Tallahassee’s access to state government.

The economic development arm of JAX Chamber, covering the Jacksonville metropolitan area. Northeast Florida’s primary contact for international companies considering a Jacksonville base. The region’s strengths include logistics (JAXPORT is one of the largest US ports by volume), financial services, and defense.
Covers Union, Bradford, Clay, Putnam, and Alachua counties. Supports international companies with access to Foreign Trade Zone benefits, regulatory navigation, and connections to the region’s logistics and manufacturing infrastructure.
Tallahassee is Florida’s capital and home to a significant concentration of government, education, and professional services activity. Companies requiring proximity to state regulatory bodies or universities (FSU, FAMU, TCC) will find specific advantages here.
Northwest Florida economic development covering the Panhandle region. Relevant for companies in defense, aerospace, and advanced manufacturing given the concentration of US military installations (Eglin AFB, Hurlburt Field) in the area.

North Florida — incubators and accelerators

University of Florida’s business incubation ecosystem based in Gainesville, with programs supporting technology commercialization and international market entry. Relevant for companies with a university research or technology component.
Florida’s first research park, affiliated with Florida State University and FAMU. Offers incubation space and connections to state government and university research resources for companies in science, technology, and professional services.

National and sector-specific organizations

These organizations operate nationally but are particularly relevant to foreign companies entering the US market, regardless of where in Florida they locate.

A national nonprofit network of experienced business mentors offering free advice. Florida chapters include Gainesville, Jacksonville, Lakeland, Orlando, Melbourne, The Villages, Volusia-Flagler, Fort Lauderdale, Treasure Coast, Miami-Dade, and West Palm Beach. A practical resource for founders and finance leads navigating early-stage US market entry questions.
The national business advocacy organization. The International Division has specific programs and resources for foreign-owned businesses operating in the US, including market access information and trade policy guidance.
The transatlantic chamber of commerce with offices in New York and London. Particularly useful for UK and European companies entering the US. Connects members to networks, events, and market intelligence across both sides of the Atlantic.
The Central Florida chapter serving UK and British-connected businesses in the region. Provides networking, advocacy, and introductions for UK companies entering the Florida market and British professionals operating in the area. A practical first contact for any UK company targeting Central Florida.
Promotes business relationships between Brazil and Florida. Useful for Brazilian companies establishing a US presence in Florida, and Florida-based companies with Brazil trade relationships.
Professional development and certification organization for international trade professionals. The Certified Global Business Professional (CGBP) designation is a widely recognized credential in the field.

Florida Sunbiz — company registration

All Florida entity registrations, annual reports, and public company records are managed through the Florida Division of Corporations (Sunbiz). This is the practical starting point for any entity formed in or registered to do business in Florida — annual report filings, registered agent changes, and certificate of status requests are all handled here.

Professional advisers

Beyond public organizations, the following types of professional advisers are important to have in place before you begin:

  • US attorney — for entity formation, contracts, IP, and employment matters. Look specifically for firms with experience advising foreign-owned businesses; the nuances are material. If you plan to send personnel from your home country to work in the US, an immigration attorney should also be engaged early — visa requirements, work authorization, and the lead times involved can significantly affect your operational timeline.
  • International CPA — US tax compliance for foreign-owned entities is a specialist area. Form 5472, transfer pricing documentation, FBAR, and multi-state nexus issues all require expertise that a general-purpose accountant is unlikely to have.
  • Insurance broker — US liability insurance requirements differ substantially from most other countries. General liability, professional indemnity (called Errors & Omissions in the US), and workers’ compensation are typically required from day one of hiring.

Consular assistance

An often-overlooked resource: your home country’s consulate or embassy in the US. Many consular posts — particularly those representing countries with active trade relationships with the US — maintain commercial sections that can provide introductions to local business networks, facilitate connections with economic development organizations, and offer guidance on doing business in their region. This service is typically free and the quality of support varies by country and post, but for UK, European, Canadian, and many other companies, it can be a genuinely useful early-stage contact. Florida has consular representation from dozens of countries across its major cities.

Questions about your international payments setup?

One of the first practical questions for any company entering the US is how to move money between your home market and your new US operation — before and after your US entity is established. Nextpay Global offers a free FX Review for companies at any stage of US market entry, benchmarking your current costs and identifying where savings are available.

Book a Free FX Review

Final thoughts on expanding to the USA

Entering the US market is rarely simple — but it is manageable when you understand the sequence of steps, the common friction points, and where specialist advice is genuinely necessary versus where you can move forward independently.

The companies that navigate this most successfully tend to share a few traits: they plan banking and payments infrastructure at the same time as legal structure — not after; they engage economic development organizations before committing to a location, not after; they treat compliance (particularly around tax and beneficial ownership) as a genuine priority rather than an afterthought; and they build in realistic timelines for banking, not optimistic ones.

The US market rewards the businesses that arrive prepared. The information in this guide won’t replace professional advice, but it should give you a clearer map of the terrain before you start.

Important notice: This guide is published by Nextpay Global for general informational purposes only. It does not constitute legal, tax, financial, regulatory, immigration, or professional advice of any kind, and should not be relied upon as such. The information contained in this guide reflects general rules and practices as understood at the time of writing — laws, regulations, tax rates, compliance requirements, penalty amounts, and government programmes change frequently and without notice, and may vary significantly by state, industry, entity type, country of origin, and individual circumstances. Nextpay Global is a cross-border payments and FX risk management company; it is not a law firm, accountancy firm, or licensed professional adviser. Nothing in this guide creates a professional relationship or any duty of care between Nextpay Global and any reader. Nextpay Global accepts no responsibility or liability for any loss, damage, cost, or expense arising from any reliance on the information in this guide. Before making any decision about US entity formation, banking, tax, compliance, or market entry, you should obtain independent advice from qualified professionals including a licensed US attorney, an international CPA or tax adviser, and any other relevant specialists. References to third-party organisations and resources are provided for information only and do not constitute an endorsement.

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