Legal Entity Setup & Back-Office Services in the United States

Complete US Entity Incorporation with Ongoing HR, Payroll, Accounting, Tax, and Compliance Support

Last Updated: June 24, 2025
USA

Country Overview

With Mexico and Canada as its neighbors, the US is a global technological, economic, and military powerhouse. The nation’s economy is the world’s largest in terms of GDP. According to recent OECD forecasts, the United States is expected to see economic growth of 1.6% in 2025. The country continues to attract substantial foreign investment across various sectors, particularly in technology, renewable energy, and healthcare. In addition, the US also has considerable natural resources. It is also the world’s leading producer of natural gas and oil, making it an attractive destination for new market entry. 

Capital City

Washington, D.C.

Language

English

Currency

US Dollar (USD)

Business Hubs

New York City, San Francisco Bay Area (including Silicon Valley), Los Angeles, Atlanta, Chicago, Seattle, Austin, Houston, Dallas

Expand Your Business in the US

Unlock growth opportunities in the US with Cerity Global as your trusted partner. We offer end-to-end support for establishing your legal entity, navigating the United States’ often complex regulatory landscape with clarity and efficiency. 

From company registration to ongoing back-office support, including HR, payroll, benefits, accounting, tax and compliance, Cerity Global simplifies the process so you can focus on growing your business. 

Need to hire quickly before your entity is set up? We offer interim EOR services in the US, enabling you to onboard talent fast. Once your entity is established, we ensure a smooth transition of your employees from the EOR Structure to your own legal entity, without disrupting payroll or compliance. 

Scale confidently and compliantly with our experts and stay in compliance with US employment and tax laws.

Legal Entity Setup

Types of legal entity setups for international expansion in the US

C Corporation

C corporations are the most common structure for foreign companies with an unlimited number of investors, without personal liability. They are recognized as a separate taxpaying entity from their owners. A corporation’s profits are taxed to the corporation when earned and then to its shareholders when distributed as dividends, resulting in double taxation. 

S Corporation

S corporation can have up to 100 investors who must be US citizens/residents, and they offer limited liability protection to shareholders like C Corps. 

Limited Liability Company (LLC)

LLC is a flexible structure combining corporate and partnership benefits. It can have an unlimited number of investors who do not have any personal liability. Profits and losses can be passed through to the members’ income without facing corporate taxes. 

Resident Director Requirements

C Corporation

For a C Corporation, at least 1 director is required. It is also possible for some states to require statutory officers, such as a president, chief financial officer, treasurer, and secretary, and some states may require a Board chair position, where the corporation is held by more than 1 shareholder, more than 1 director. 

S Corporation

For a S Corporation, at least 1 director is required. It is also possible for some states to require statutory officers, such as a president, chief financial officer, treasurer, and secretary, and some states may require a Board chair position, where the corporation is held by more than 1 shareholder, more than 1 director. 

Limited Liability Company (LLC)

Members must manage an LLC, or appoint a manager under the operating agreement.

Bank Account Setup

In the United States, businesses can only open a corporate bank account after incorporating a legal entity. While the process is generally straightforward, it requires specific documentation and the physical presence of company representatives in many cases. 

Bank Account Setup in the US: What’s Possible and When 

Requirements Before Incorporation: 

  • Bank account setup is not possible before registration. However, once the entity is incorporated, companies can proceed with an application with the appropriate state authority (e.g., Secretary of State). 
  • US banks will not initiate account processes until the entity has received its Employer Identification Number (EIN) from the IRS.

Steps After Incorporation: 

  • Once the entity is formed and has obtained its EIN and formation documents, the business can apply to open a corporate account.
  • Most banks require an in-person visit by at least one company officer or authorized signatory.

Documentation Needed:

  • Articles of Incorporation or Certificate of Formation
  • EIN confirmation letter from the IRS
  • Directors’ identification and UBOs
  • A valid foreign passport and proof of residential address abroad
  • An IRS-issued Employer Identification Number (EIN) is mandatory
  • Operating Agreement or Bylaws (for LLCs or Corporations)
  • Valid government-issued ID of signatories
  • Once the account is approved, companies can begin conducting transactions, issuing checks, and enrolling in online banking.

Additional Considerations for Foreign Owners: 

U.S. banking regulations are generally less restrictive than in some countries. However, many banks apply enhanced due diligence if the Ultimate Beneficial Owner (UBO) is a foreign national or if the entity has international shareholders. UBOs must complete IRS Form W-8BEN or W-8BEN-E to certify non-U.S. tax status and comply with FATCA regulations. Traditional banks often require in-person visits and evidence of U.S. business activity or a physical address (though virtual offices may be accepted by some), while remote account setup is increasingly available through select fintech and digital-first institutions. 

Why choose Cerity Global's Legal Entity Setup Service?

Cerity Global supports companies in their global expansion plans and helps in legal entity setup, registration and ongoing support services. With us, you can quickly set up a legal entity, operate compliantly, and expand globally. The process typically takes a few days to a week, depending on the bank. 

Human Resources

Employment Laws in the US

is primarily governed by the following laws, which are crucial to understand for effective international HR compliance: 

  • Fair Labor Standards Act (FLSA) 
  • Americans with Disabilities Act (ADA) 
  • Family and Medical Leave Act (FMLA) 
  • Employee Retirement Income Security Act of 1974 
  • Civil Rights Act 
  • Age Discrimination in Employment Act 

Employment Contracts

US employment agreements can be written or verbal, though written contracts are recommended for clarity. 

 Some of the standard details mentioned in the written contract include: 

  • Performance assessments 
  • Deductions 
  • Expenses 
  • Sickness & disability provisions 
  • Confidentiality and non-compete clauses 
  • and more 

Types of Employment

The different types of employment relationships are: 

At- Will Employment 

Most employment agreements in the US are at will, allowing either party to terminate employment without cause, subject to certain exceptions. 

Temporary Employment 

Temporary employment is where employees are employed for a specific duration to fill other gaps or temporary vacancies. They are not eligible for employee benefits and may work full-time or part-time hours.  

Fixed-Term Contract 

An employment agreement with a set end date is known as a fixed-term contract, common for project-based work or seasonal employment. 

Independent Contractors 

Independent or freelance contractors usually work on a contractual basis (1099) and they are not considered employees. 

In the US, probationary periods are not federally mandated but are commonly implemented by employers, typically lasting 90 days. The length and terms can be extended based on company policy, though at-will employment laws still apply. 

The regular working hours in the US are 40 hours a week and eight hours a day. 

Overtime  

There is no federal maximum hour limit an employee can work. 

  • As of 2025, the federal hourly minimum wage is $7.25 (states wages may vary). 
  • Overtime pay is 1.5 times the regular pay rate for hours over 40 per week. 
  • Although federal law does not require employers to pay their employees for holidays, some companies do. 

Employees generally do not have contracts. Instead employers hire employees at will, which allows termination without cause.  

A notice period is not legally required, but the common practice is to give at least 2 weeks’ notice. 

Severance pay is not legally mandated unless contractually agreed. 

Foreign nationals can obtain a work permit as an immigrant or temporary (non-immigrant). By applying for an employment-based immigrant visa, foreign individuals with the correct combination of talents, education, and/or job experience may be eligible to live and work permanently in the US. 

Work Visa & Permit Options in the US 

1. H-1B Visa (Specialty Occupation) 

The most common visa for skilled professionals in fields like IT, engineering, finance, and healthcare. 

  • Who it’s for: Foreign workers with at least a bachelor’s degree or equivalent in a specialty occupation. 
  • Entity requirement: Must be sponsored by a US employer. 
  • Processing time: 3 to 6 months (or 15 days with premium processing). 
  • Permit duration: 3 years, extendable to 6 years. 
  • Quota: Subject to annual cap (currently 85,000 total per year, including 20,000 for master’s degree holders). 

 

2. L-1 Visa (Intra-Company Transfer) 

For multinational companies transferring employees to a US branch or subsidiary. 

  • Employee tenure: Must have worked at least 1 continuous year within the past 3 years abroad. 
  • Permit scope: Valid for executives, managers (L-1A), or specialized knowledge staff (L-1B). 
  • Permit duration: Up to 7 years for L-1A; 5 years for L-1B. 
  • Family reunification: Dependents may receive L-2 visas (spouses can work). 

 

3. O-1 Visa (Extraordinary Ability) 

Designed for individuals with exceptional ability in sciences, arts, education, business, or athletics. 

  • Who it’s for: Individuals with nationally or internationally recognized achievements. 
  • Permit duration: Initially up to 3 years, renewable in 1-year increments. 
  • Documentation: Must provide extensive proof of extraordinary ability or acclaim. 

 

4. TN Visa (USMCA/NAFTA Professionals) 

Available to Canadian and Mexican professionals under the USMCA agreement. 

  • Who it’s for: Professionals in qualifying occupations (e.g., engineers, accountants, scientists). 
  • Permit duration: Up to 3 years, renewable indefinitely. 
  • Requirements: Job offer in the US, proof of nationality, and academic credentials. 

 

5. Employment-Based Green Cards (EB-1, EB-2, EB-3)  

Pathways to permanent residence (immigrant status) based on employment. 

  • EB-1: For individuals with extraordinary ability, executives, or professors. 
  • EB-2: For professionals with advanced degrees or exceptional ability. 
  • EB-3: For skilled workers, professionals, or unskilled laborers. 
  • Processing time: 1 to 3+ years, varies by category and country of birth. 
  • Permanent status: Grants lawful permanent residence and the ability to live and work permanently in the US. 
  1. US employer submits petition to US Citizenship and Immigration Services (USCIS) (Form I-129 or I-140). 
  2. If approved, the employee applies for a visa at a US embassy or consulate abroad (Form DS-160). 
  3. Attend a visa interview and submit biometrics (if applicable). 
  4. Enter the US and complete I-9 employment eligibility verification with the employer.

Key Notes: 

  • Most US work visas are employer-specific and job-specific. 
  • Processing times vary and may require a Labor Condition Application (LCA) or PERM labor certification. 
  • Visa holders may bring dependents For example, H-4 for H-1B spouses; L-2 for L-1 spouses. 
  • Some dependents may be eligible for work authorization (EAD). 
  • The US does not issue open work permits (except for certain asylum/refugee or DACA categories). 

Leave Entitlements and Employee Benefits

Annual Leave

While the Fair Labor Standards Act (FLSA) does not mandate paid vacation, employees receive at least 10 days of paid time off (PTO) for the first year of employment, increasing to 14 days in the second year. It further increases to 20 days in the subsequent years. 

A covered eligible employee is entitled to 12 weeks of unpaid leave under the Family and Medical Leave Act (FMLA). Some states have their own leave laws that may differ from FMLA. 

Under FMLA, eligible employees receive 12 weeks of unpaid leave. States have their leave laws that may differ from FMLA. 

US law does not require paid sick leave, and FMLA requires unpaid sick leave, which must be offered to employees covered by the FMLA. 

The following federal holidays are observed in the US:  

  • New Year’s Day 
  • Martin Luther King Jr. Day 
  • Presidents’ Day (Washington’s Birthday) 
  • Memorial Day 
  • Juneteenth National Independence Day (established as federal holiday in 2021) 
  • Independence Day 
  • Labor Day 
  • Columbus Day 
  • Veterans Day 
  • Thanksgiving Day 
  • Christmas Day

Some states and private employers observe additional holidays, and not all employers are required to provide paid time off for these holidays. 

Payroll

As part of our payroll solutions, we handle the most common length of pay period which is biweekly or semi-monthly. Weekly pay periods are also common. Electronic payment methods are preferred, with detailed payslips including deductions and contributions.

Mandatory Bonus

The law does not require employers to pay a mandatory bonus or the 13th month salary, however, some companies may offer a bonus or additional payment at the end of the year.

Benefits

Employees in the United States are required to pay Social Security taxes, which contribute to Social Security benefits. 

The mandatory and statutory benefits in the US are: 

  • Social Security and Medicare: Employer and employee contributions 
  • Unemployment Insurance: Employer-funded 
  • Workers’ Compensation: Employer-provided (state-regulated) 
  • Disability Insurance: Varies by state 

Accounting Standards

Accounting standards must adhere to the US Generally Accepted Accounting Principles (GAAP) for publicly traded companies. However, in the US SEC filings, foreign SEC registrants may use International Financial Reporting Standards (IFRS).

Reporting Requirements and Thresholds

Companies in the US must file annual financial statements with the appropriate authorities, depending on entity type: 

  • Public corporations must file audited financial reports, including 10-Ks (annual), 10-Qs (quarterly), with the SEC.
  • Private companies typically prepare internal financial statements; large entities may file with lenders or banks. 
  • Federal contractors and grant recipients expending ≥ US $1 million in federal awards must complete a single audit under OMB Uniform Guidance 
  • Filing deadlines vary: SEC filings due within 60 to 90 days of fiscal year-end; federal audits within 30 days of issuance or 9 months post year end. 

Audit Requirements and Thresholds

Statutory audits in the US are triggered based on the entity’s type and funding: 

  • Public companies must undergo annual audits by a PCAOB-registered auditor and file reports with the SEC. 
  • Federal grant recipients spending ≥ US $1 million must undergo a single audit. 
  • FDIC-insured depository institutions with assets ≥ US $500 million are subject to FDICIA audit/reporting. 

Taxes and Contributions

Corporate Tax

The standard corporate tax rate is 21%.

VAT

There is no value-added tax in the US However, there are state and local sales taxes, which vary by jurisdiction.

 Filing Dates

The filing deadline is typically the 15th of April annually.

Penalties

The United States tax rule provides a comprehensive set of penalties and interest regulations for failing to pay and failing to file, with relevant amounts typically determined based on the specific form or tax code section at issue.

Transfer Pricing

The US abides by OECD transfer pricing standards, enforced under IRC Section 482: 

  • Transactions between related parties must meet the arm’s length principle. 
  • Acceptable methods include Comparable Uncontrolled Price (CUP), Resale Price, Cost Plus, Transactional Net Margin, and Profit Split. 
  • Documentation (Form 5471, 5472, etc.) is required to support intercompany pricing and is subject to IRS audit and penalties under documentation regulations. 
  • Contemporaneous documentation is strongly recommended to avoid penalties 
  • Safe harbor provisions may apply for certain transactions 

Country by Country Reporting

The US enforces CbC reporting under the Multilateral Competent Authority Agreement (MCAA): 

  • Applicable to multinational enterprises with combined revenues ≥ US $850 million (as per BEPS Action 13 threshold). 
  • Filing deadline: December 31 of the year following the fiscal period. 
  • Local notification: US parent entities must notify the IRS by March 31 of the reporting year. 

Master File and Local File Requirements and Thresholds

US taxpayers with cross-border related-party transactions must prepare transfer pricing documentation. 

Master File 

  • Required for US entities in a multinational group with combined revenue ≥ US $850 million. 
  • Must include global organizational structure, intangibles, intercompany financial activities, and consolidated financial data.

Local File 

  • Required when a US entity engages in significant cross-border related-party transactions. 
  • Must include detailed descriptions of controlled transactions, economic analyses, and comparable data. 

Deadline: Documentation must be prepared and submitted upon IRS request, typically with the tax return. 

Data Protection & AML Compliance

General Data Protection Act

The US has a complex, multi-layered data protection framework without a single federal comprehensive law: 

Federal sector-specific laws: 

  • HIPAA (healthcare data) 
  • GLBA (financial data) 
  • COPPA (children’s data) 
  • FCRA (consumer reporting) 

State privacy laws:

  • California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) 
  • Virginia Consumer Data Protection Act (VCDPA) 
  • Colorado Privacy Act (CPA) 
  • Connecticut Data Privacy Act (CTDPA)

AML (Anti-Money Laundering)

The US AML framework is robust and administered by FinCEN under the Bank Secrecy Act (BSA) and related acts: 

Obligated entities: Banks, credit unions, money services businesses, securities brokers, casinos, real estate professionals, and others. 

Key requirements: 

  • Customer Due Diligence (CDD) and Know Your Customer (KYC) 
  • Suspicious Activity Reporting (SAR) to FinCEN 
  • Currency Transaction Reports (CTR) for transactions ≥ US $10,000 within 24 hours 
  • Record-keeping (at least 5 years) 
  • Appointment of compliance officers and regular training

Penalties: Civil fines up to US $1 million per violation and criminal charges against individuals or institutions. 

Why the US?

Reasons you should setup legal entity in the US: 

  • World’s largest and most dynamic economy, with GDP exceeding $29 trillion and a stable annual growth rate 
  • Home to global innovation hubs such as Silicon Valley, New York, and Los Angeles, fostering cutting-edge technology and entrepreneurship. 
  • Robust legal and regulatory environment, offering strong protections for intellectual property and investments. 
  • Diverse, highly skilled workforce and access to top universities and research institutions. 
  • Transparent, business-friendly corporate governance and ease of doing business. 
  • Access to one of the largest consumer markets globally, with over 330 million potential customers. 
  • Strategic gateway to North American and global markets, with advanced infrastructure and logistics. 
  • Attractive destinations for foreign investment, particularly in technology, renewable energy, healthcare, and finance.

Cerity Global ensures your business expansion in the US is fast, compliant, and future-ready, so you can focus on growth while we manage the back-office tasks. 

 

Economic figures are subject to change based on quarterly reports and market conditions. 

Cerity Global as your Legal Entity Setup Partner in the US

Cerity Global combines deep local knowledge with proven expertise to make your US business establishment effortless and compliant. Whether you’re looking for legal entity setup and registration or ongoing support, we’re your trusted partner for sustainable global expansion in the US.

 

 

Disclaimer – The information provided is for informational purposes only and does not constitute legal, business, or tax advice. Entity setup requirements, tax rates, and economic data are subject to change and may vary by location. Cerity Global disclaims any liability concerning the accuracy, completeness, or currency of this information. 

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