Doing Business in the United States: A Complete Guide for Foreign Investors

Why Foreign Investors Choose the United States for Business Expansion

The United States continues to be one of the most attractive destinations for foreign investment. It offers a stable legal environment, sophisticated financial markets, strong contract enforcement, and access to one of the largest consumer markets in the world. Businesses from Latin America, Europe, and other regions frequently use the United States as a platform for international expansion or as a gateway to the North American market.

The U.S. operates under a federal system of government. As a result, certain areas of law are governed at the federal level while others fall under the authority of individual states. Immigration, federal taxation, and securities regulation are primarily federal matters, while the formation of business entities and many commercial regulations are handled at the state level.

For purposes of this overview, references are made to federal law together with examples from the State of Florida. Florida, and particularly the city of Miami, has become a major gateway for international investment into the United States. The state's strategic geographic location, international financial sector, and strong commercial ties with Latin America make it an attractive jurisdiction for foreign investors establishing U.S. operations.

U.S. Corporate Regime and Business Formation 

Foreign investors typically enter the U.S. market by forming a local business entity that will conduct their operations in the country. The most common approaches include:

● Forming a U.S. subsidiary company ● Registering a branch of a foreign company ● Forming a joint venture or partnership with U.S. partners

While a foreign company may operate through a branch or a joint venture with local partners, the most common approach is the creation of a separate U.S. subsidiary, typically a corporation or limited liability company. This structure generally provides greater operational flexibility and helps isolate liabilities from the foreign parent company.

In Florida, business entities are formed by filing the appropriate formation documents with the Florida Department of State, Division of Corporations. The process is relatively straightforward and can often be completed within a few business days once the necessary documentation is prepared.

Common Business Structures for Foreign Investors

The most commonly used corporate forms in the United States are:

Forming a company in Florida typically requires selecting an available company name, filing articles of incorporation or organization, appointing a registered agent located in the state, and obtaining a federal Employer Identification Number (EIN) from the Internal Revenue Service. Depending on the nature of the business, additional regulatory licenses or registrations may also be required.

Additional steps may include opening a bank account, registering for state taxes, and obtaining required licenses.

Formation can typically be completed within a few days to a few weeks, depending on processing time.

Understanding U.S. Tax Requirements for Foreign-Owned Businesses 

The United States has a multi-layered tax system that includes federal, state, and sometimes local taxation. Businesses operating in the country may be subject to corporate income taxes, payroll taxes, and sales or use taxes depending on the type of activities they conduct.

Key taxes affecting businesses typically include:

• Federal income tax 
• State income tax (depending on the state) 
• Sales and use taxes 
• Payroll taxes and employment contributions

Tax obligations vary depending on whether the entity is treated as a corporation or pass-through entity for tax purposes.

Main Taxes Affecting Businesses in the United States 

Federal Corporate Income Tax. Corporations are subject to federal income tax on their taxable income. The current federal corporate tax rate is 21%. Limited liability companies (LLCs) are generally treated as pass-through entities for tax purposes unless they elect corporate taxation.

State Corporate Income Tax. Many states impose corporate income tax. Florida currently applies a corporate income tax of approximately 5.5%.

Sales and Use Tax. Sales tax applies to certain goods and services. In Florida, the state sales tax rate is 6%, and additional local surtaxes may apply.

Payroll Tax Obligations for U.S. Employers 

Employers must also contribute to payroll-related taxes, including:

• Social Security 
• Medicare 
• Federal and state unemployment insurance

Special Tax Regimes and Incentives for Foreign Investors 

Various federal and state programs may provide tax incentives to businesses, particularly in sectors such as technology, manufacturing, or real estate development. Examples include:

• Research and development tax credits 
• Opportunity Zone investment incentives 
• State and local economic development programs

Eligibility and benefits vary depending on the nature of the investment and the jurisdiction.

Double Taxation Treaties Between the U.S. and Foreign Countries 

The United States maintains tax treaties with numerous countries designed to prevent double taxation and facilitate international investment. These treaties generally address:

• Allocation of taxing rights between countries 
• Reduced withholding taxes on dividends, interest, and royalties 
• Determination of whether a foreign company has a permanent establishment in the United States

Tax Planning Strategies for Foreign Business Owners 

For foreign investors, the ownership structure used to hold U.S. investments can have significant tax implications. When a foreign individual owns an interest in a U.S. pass‑through entity, such as a partnership or an LLC taxed as a partnership, that investor may be treated as directly engaged in a U.S. trade or business. In such cases, the investor may be required to obtain a U.S. taxpayer identification number, file U.S. tax returns, and pay tax on income effectively connected with U.S. business activities. For these reasons, foreign investors commonly use holding structures or "blocker" entities to manage tax and estate planning considerations. Proper structuring should be evaluated with qualified U.S. legal and tax advisors before making an investment.

Estate tax considerations may also arise when non‑resident individuals hold certain U.S. assets directly. For this reason, cross‑border investors often evaluate holding structures or intermediary entities as part of their broader tax and estate planning.

In addition, certain companies formed in the United States may be subject to beneficial ownership reporting requirements under the Corporate Transparency Act. These rules require many entities to report information about their ultimate beneficial owners to the Financial Crimes Enforcement Network (FinCEN).

FIRPTA: Real Estate Investment Tax Rules for Foreign Investors 

Foreign investors acquiring interests in U.S. real estate may be subject to special tax rules under the Foreign Investment in Real Property Tax Act (FIRPTA). Under FIRPTA, gains realized by foreign persons from the sale of certain U.S. real property interests may be subject to U.S. taxation, and withholding obligations may apply at the time of sale. Proper structuring of real estate investments can help manage these tax implications.

U.S. Employment Law and Labor Requirements

Employment relationships in the United States are generally governed by the principle of 'employment at will'. This means that either the employer or the employee may terminate the employment relationship at any time, subject to applicable laws and contractual obligations.

The Fair Labor Standards Act establishes federal standards for minimum wage, overtime pay, and recordkeeping. Employees who work more than forty hours in a workweek are generally entitled to overtime compensation at one‑and‑a‑half times their regular rate of pay unless they qualify for an exemption.

U.S. Immigration Options for Foreign Investors and Business Professionals

The U.S. immigration system is governed primarily by federal law, particularly the Immigration and Nationality Act (INA). Immigration policies and visa administration are handled by several federal agencies, including the Department of Homeland Security (DHS), U.S. Citizenship and Immigration Services (USCIS), the U.S. Department of State, and U.S. Customs and Border Protection (CBP).

Foreign nationals who wish to live, work, or invest in the United States must obtain the appropriate immigration status or visa. Depending on the visa category, applications may be processed through U.S. consulates abroad or through petitions filed within the United States.

Common Visa Options for Investors and International Companies 

Common visa options used by investors and international companies include:

The appropriate visa category will depend on factors such as the nationality of the investor, the structure of the U.S. business, the level of investment, and the role the foreign national will perform within the company. Processing times may vary depending on the category and the government agency involved, and in some cases expedited processing may be available.

Practical Considerations When Establishing a U.S. Business

In addition to legal formation and regulatory requirements, foreign investors should also consider several practical factors when entering the U.S. market. Opening U.S. bank accounts often requires corporate documentation and compliance with anti‑money laundering regulations.

Careful planning of the corporate and tax structure before making an investment can significantly affect long‑term tax exposure and operational efficiency. Investors should also evaluate licensing requirements and regulatory compliance obligations that may apply to their particular industry.

Working with experienced legal, tax, and accounting professionals can help foreign investors navigate the U.S. regulatory environment and structure their investments in a manner that aligns with their commercial and strategic objectives.

Saltiel Law Group is a boutique business law firm located in Miami, Florida, and an international member of a Spanish-based law firm, EJASO, that advises domestic and international clients in corporate law, cross-border investments, tax planning, mergers and acquisitions, estate planning, intellectual property, and commercial litigation and arbitration.

If you are considering expanding into the United States or would like to optimize your current structure, you may contact us.