How to Start a Business in the U.S.: Key Legal Steps

Discover the legal roadmap to strategically and lawfully start your business in the United States

Starting a business in the U.S. is a goal for many Brazilian entrepreneurs who want to expand their operations, access a strong consumer market, and benefit from legal predictability. However, the process requires close attention to a series of legal and tax steps that vary depending on the state, business type, and industry.

In this guide, we cover the key legal steps to open a company in the U.S., focusing on entity structure, regulatory compliance, and tax planning. If you’re looking to launch your venture with confidence and make the most of the U.S. market, this guide is for you.

Step 1: Choose the Right Business Structure

The first step is selecting the most suitable legal structure, as it directly affects taxation, liability, governance, and funding strategies.

Common business structures:

LLC (Limited Liability Company): Flexible structure offering liability protection and various tax treatment options. Popular among small businesses and startups.
Corporation (C-Corp or S-Corp): Suitable for companies seeking investment, issuing shares, and scaling with formal corporate governance.

🔎 Pro tip: When choosing the entity type, consider tax treaties between the U.S. and Brazil, especially for non-resident foreign investors.

Step 2: Select the Best State for Incorporation

In the U.S., companies are formed at the state level. Each state has its own rules, fees, and benefits.

Popular states among foreign entrepreneurs:

Delaware: Known for its modern business laws and specialized corporate court (Chancery Court).
Florida: Offers reasonable costs, a strong Brazilian community, and good local infrastructure.
Texas and Nevada: Recognized for business-friendly tax policies and lower operational costs.

🧭 Consider factors like customer location, tax environment, logistics, and administrative costs before deciding.

Step 3: Register the Company and Obtain an EIN (Employer Identification Number)

Once the structure and state are defined, the next step is to register the company with the appropriate Secretary of State and apply for an EIN — the company’s federal tax ID, similar to Brazil’s CNPJ.

Basic documents and registrations:

Articles of Organization or Incorporation
Operating Agreement (for LLCs)
IRS registration for EIN issuance
State and local licenses, depending on the business activity

💡 Even companies without employees must obtain an EIN to open a bank account, contract services, and issue invoices.

Step 4: Compliance, Licenses, and Regulatory Requirements

Once registered, your company must comply with all relevant legal and regulatory obligations.

Key requirements:

Business licenses and permits based on your industry (e.g., healthcare, food, construction, finance)
Registration with state and municipal regulatory agencies

🛡️ Failure to comply with these requirements can result in fines or business suspension.

Step 5: Tax Planning and Financial Structure

The U.S. tax system includes federal, state, and municipal levels. Structuring your business correctly from the start is essential to minimize risks and optimize tax efficiency.

Important tax considerations:

LLC taxation as a disregarded entity, partnership, or corporation
Sales tax obligations
IRS and state-level reporting and compliance
Profit distribution to foreign partners
Application of U.S.–Brazil double taxation treaties

📊 With the help of experts, you can structure your business to ensure tax efficiency and legal security.

Step 6: Asset Protection, Contracts, and Intellectual Property

To build long-term success in the U.S. market, your business needs a strong legal foundation.

Legal protection best practices:

Draft well-structured contracts with suppliers, clients, and partners
Register trademarks, patents, and IP with the USPTO
Include liability limitation and asset protection clauses
Implement terms of use and privacy policies for digital operations

📑 A solid legal framework enhances your reputation and minimizes litigation risks.

✅ Checklist: Legal Steps to Start a Business in the U.S.

✔️ Choose the right business structure
✔️ Select the best state for incorporation
✔️ Register the company and obtain an EIN
✔️ Licenses, registrations, and regulatory compliance
✔️ Tax planning and financial structuring
✔️ Legal and contractual protection

Frequently Asked Questions (FAQ)

Can a Brazilian open a company in the U.S. without a visa?
Yes. You can open a U.S. company without a visa, but operating or residing in the U.S. may require a valid visa.

What is the best state to open a company in the U.S.?
It depends on your business model. Delaware, Florida, and Texas are common choices, but factors like tax structure, customer location, and industry matter.

Do I need to be in the U.S. to open a company?
Not necessarily. With proper legal support, you can start and manage a company remotely.

What is the most common structure for foreign entrepreneurs?
LLCs are widely used due to their flexibility and liability protection, but each case should be evaluated individually.

Ready to Start Your U.S. Company?

If you’re looking to expand to the U.S. with legal, tax, and strategic confidence, Drummond Advisors is here to help.

Our team of experts in tax, accounting, legal, and immigration consulting supports entrepreneurs in internationalizing their businesses with peace of mind and a long-term vision.

📩 Contact us through our website’s live chat or by emailing info@drummondadvisors.com.

Written by Marcos Ferreira, Content Analyst at Drummond Advisors

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