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What need to be considered before incorporating in the US for non-US citizen founders?

For any startup founders that wish to raise funds from US-based VCs, one of the requirements before even pitch to the VCs are that the startup must be a C-Corp entity incorporated in the US. With the growing availability of incorporation startups like Stripe Atlas and Doola, incorporating is now easier and can be made fully online without the need to be in the US at all.

But what's the catch? As if all this looks too easy. There must be something that will trap non-US citizen founders. Can you share what are the risks?

on December 20, 2022
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    C-Corps pay taxes in the US. LLCs founded by non-residents and non-citizens (like you, I suppose) do not pay taxes unless:

    • They have employees or exclusive contractors in the US
    • Have premises in the US, or
    • Spend 90 days or more in the US in a calendar year (sometimes up to 120 days if you can handle the paperwork).

    You can easily switch from LLC to C-Corp should a VC require that. You can start as a Wyoming LLC, pay no taxes, keep maintenance costs very low, transfer it to Delaware, and switch to C-Corp once it is likely to get investment.

    I have a Wyoming LLC and would be happy to help with any dilemmas you may have.