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Totu Legal

U.S. business · Corporations

Start a U.S. corporation built for investors or for your profession

We form C-corporations for founders who plan to raise capital or issue equity, and professional corporations for licensed professionals. Fully remote, wherever you are.

Free · 15 minutes · Google Meet · English or Polish

Short answer

Foreign founders can form and fully own a U.S. corporation without living in the United States. A C-corporation is the usual choice for companies that plan to raise venture capital or issue stock options. Non-resident aliens cannot be S-corporation shareholders. Professional corporations are for licensed professionals and follow state licensing rules. Totu Legal handles the formation and corporate documents remotely.

Who this is for

  • Startups planning to raise money from U.S. investors
  • Founders who want to issue shares or employee stock options
  • Licensed professionals forming a professional corporation
  • Foreign companies setting up a U.S. subsidiary

What we handle

  • Entity choice

    We compare a C-corporation, an LLC and, where relevant, a professional corporation against your funding plans, tax position and goals.

  • Incorporation filing

    We prepare and file the articles of incorporation and arrange the registered agent in the state of incorporation.

  • Bylaws and initial resolutions

    Bylaws, appointment of directors and officers, and the initial share issuance, documented properly from day one.

  • EIN

    We obtain the corporation's Employer Identification Number from the IRS, including for founders without an SSN.

  • Professional corporation rules

    For licensed professionals, we check the state's ownership and licensing requirements for your profession and handle the registration steps that apply.

  • Registration in other states

    If the corporation will operate outside its state of incorporation, we register it there as well.

When a corporation makes sense

A C-corporation is taxed separately from its owners and issues shares, which makes it the standard vehicle for companies that plan to raise outside investment, bring in co-founders with vesting, or grant stock options to employees. If you expect to pitch U.S. venture investors, forming the right corporation early saves you a costly conversion later.

For many foreign entrepreneurs, though, an LLC is the better starting point. It is simpler to maintain and more flexible for a business without outside investors. We don't default to one or the other. We ask about your plans first.

Why S-corporations are off the table for most foreign founders

U.S. tax law limits who can own an S-corporation. Shareholders must generally be U.S. citizens or residents, so non-resident founders cannot elect S-corporation status. If you see online advice recommending an S-corporation, check whether it was written for U.S. residents.

Professional corporations

Licensed professionals in some states must, or may choose to, practice through a professional corporation. State law sets who may own shares, what the corporation may do and whether it must register with the professional licensing board. We review the rules for your profession and state before filing.

Running the corporation properly

A corporation keeps its liability protection by following corporate formalities: a board, officers, recorded decisions and separate finances. We set up the initial records correctly and explain the routine steps your company needs each year. For contracts and disputes after formation, see business law in the U.S..

  1. 1

    Free case evaluation

    We discuss your business model, funding plans and timeline.

  2. 2

    Structure and fee

    We recommend the entity and state and confirm the fee up front.

  3. 3

    Incorporation

    We file the incorporation documents and prepare bylaws and resolutions.

  4. 4

    EIN and handover

    You receive your corporate records, EIN and a list of ongoing obligations.

What our clients say

4.8

on Google

View on Google
Google

“Wspolpracowalam z kancelaria Totu Legal w ramach aplikacji o wize inwestorska. Pan adwokat, Marcin Podskarbi wykazal sie niezmiernie fachowa pomoca przy wdrozeniu mojej firmy na terenie USA. Szybki kontakt, ogromna wiedza jesli chodzi o prawo imigracyjne i porady biznesowe. Pragmatyczne i indywidualne podejscie do sprawy. Pan Marcin Podskarbi jest bardzo zyczliwy i gotowy do pomocy. Nasza wspolpraca zakonczyla sie sukcesem za co jestem bardzo wdzieczna. Bardzo polecam!”

Joanna K.Original review in PolishView on Google
Google

“Thank you Marcin and your team for your excellent work. It's the first time I have dealt with such a brilliant and intelligent lawyer as Marcin. It was extremely easy and stress-free to work with a lawyer who understands complicated issues so well. You have the feeling right away that you are in good care. Marcin is trustworthy, cares about client's interests, helpful, efficient, responsive, and reliable. You are in good hands with him and his team! I'm very happy with the excellent services they provide. If you're looking for the best and want a law firm that cares about you and not just the case, look no further! Really worth recommendation.”

BeataView on Google
Google

“Am so glad I used this firm to help me with my immigration status. Mr. Marcin is very helpful and always there when I need his assistance.”

Makereta L.View on Google
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Frequently asked questions

Should I form a C-corporation or an LLC?

If you plan to raise money from venture investors or issue stock options, a C-corporation is usually the right choice, and many investors expect one. For service businesses and online businesses without outside investors, an LLC is often simpler. We'll recommend one based on your plans.

Can a non-resident own an S-corporation?

No. S-corporation shareholders must generally be U.S. citizens or U.S. residents. Foreign founders typically choose a C-corporation or an LLC.

What is a professional corporation?

A professional corporation is a corporation formed by licensed professionals, such as physicians or attorneys, to provide their professional services. State law sets who may own it and often requires registration with the relevant licensing board.

Do I need to be in the U.S. to incorporate?

No. We form corporations fully remotely. You sign documents electronically from wherever you are.

Not sure where to start? Talk to us.

Book a free 15-minute case evaluation. We'll tell you whether we can help, which route fits and what it involves.

Free · 15 minutes · Google Meet · English or Polish