If you are building a company from outside the United States and want a US entity — to bill American customers, hold a Stripe account, or raise from US investors — the first fork is the entity type. Almost everyone lands on either a C-Corporation or an LLC, and the right answer depends far more on your funding plans than on tax cleverness.
The C-Corporation
A C-Corp is the default for anything that intends to raise venture capital. US investors, accelerators and the standard convertible instruments are all written with a Delaware C-Corp in mind. It issues stock, supports option pools for your team, and survives changes of ownership cleanly. The trade-off is that it is a separate taxpayer: the company files its own return, and profits distributed as dividends are taxed again in the shareholder's hands. For a company reinvesting everything into growth, that second layer rarely bites early on.
The LLC
An LLC is simpler and more flexible. By default it is a pass-through — the entity itself is not taxed, and profits flow to the owners. For a founder running a profitable services or software business with no plan to raise US venture money, that simplicity is a real advantage. The catch: a non-US owner of a US LLC often has US filing obligations regardless of tax owed, and the pass-through nature can create complications in your home country. Investors also dislike LLCs, so converting later is common — and conversions cost time and legal fees.
What actually differs day to day
- Raising money: C-Corp, decisively. If VC is on the table, start there.
- Keeping profits simple: LLC, if you are bootstrapping and distributing.
- Ongoing filings: both need a registered agent in the state of formation, an annual state filing, and — for most newly formed entities — a beneficial ownership information report. We handle the BOI report as part of setup.
- Home-country treatment: this is where generic advice fails. How your own country taxes a US C-Corp dividend versus LLC pass-through income varies enough that it should drive the decision as much as the US side does.
A sensible default
If you might raise US venture capital, form a Delaware C-Corp and don't overthink it. If you are building a profitable, closely held business and want the lightest structure, an LLC is often better — but confirm how your home country treats it first. Either way, incorporation is the easy part; the registered agent, the annual filings and the ownership reporting are what quietly keep the entity in good standing. If you are unsure which side of the line you are on, that is exactly the kind of thing a short consult resolves in one conversation.