Registering a U.S. Company as a Non-Resident: 6 Key Risks We Help You Address

Entering the U.S. market is a dream for many entrepreneurs, especially in the e-commerce space. But registering a company in the U.S. is not just about “picking a favorable state” and filling out a form. It’s a strategic decision that requires planning, analysis, and a clear understanding of legal and tax risks.

We’re sharing a real-life case in which our team helped an international e-commerce company open an LLC in the U.S. and build the right legal and tax architecture to support growth.

Initial Situation

Our client was an e-commerce business with:

• manufacturing in Belarus,
• warehousing and distribution in Poland,
• active sales across Europe,
• and ambitious plans to enter the U.S. market (Amazon + own online store).

The initial question seemed simple:

“Which U.S. state is best for registering a company to sell on Amazon and through our own website?”

Our answer: don’t start with the “state”

That’s like choosing the shape and color of a box without knowing what you’ll put inside. Instead, we took a step back and asked the real questions:

• Who owns the Belarusian and Polish companies?
• Who will own the U.S. entity (LLC or C-Corp)?
• Will there be transactions between the companies?
• Are any of the owners planning to move to the U.S.?
• Will sales be through Amazon only, or also via the company’s own site?
• Will there be any physical warehouses in the U.S.?

These questions are the foundation of any strategic U.S. market entry — especially for non-residents.

They directly impact legal and tax exposure. Below are the six key areas that must be addressed beforehand to avoid costly restructuring or compliance failures later on.

6 Critical Risk Areas Before Registering a U.S. Company

1. Transfer Pricing
   If related-party transactions are planned, especially with overlapping ownership, transfer pricing documentation will be required. In Poland and many other jurisdictions, this is expensive and regulated. Lack of planning here creates significant tax risk.
2. Dividend Taxation
   The U.S.-Belarus tax treaty is suspended. This means a 30% U.S. withholding tax applies when distributing dividends to Belarus — a surprise for the client.
3. State Selection and “Nexus”
   Low-tax states like Wyoming or Florida are popular — but not sufficient. A warehouse in another state can trigger tax obligations (“nexus”) there. The right state depends on business model, ownership, logistics, and sales strategy.
4. Sales Tax: Amazon ≠ your own store
   Amazon handles Sales Tax on your behalf. But when selling through your own website, you’re responsible for tax collection, filing, and remittance. Once you pass state-specific thresholds, tax obligations kick in — a key issue for e-commerce.
5. Entity Type: LLC or C-Corp?
   This depends on:

• owner residency,
• dividend vs. reinvestment strategy,
• growth plans.
  We assess the full picture to recommend the right structure for your international setup.

1. U.S. Presence and Substance
   Operating from abroad may require creating a U.S. presence (office or representative), which affects:

• taxation model,
• accounting standards,
• banking relationships.

Why these issues must be addressed before registration

The biggest mistake is oversimplifying:

“Just help us choose the cheapest state.”

But entity formation is just the tip of the iceberg. Underneath:

• ownership structure,
• cross-border tax implications,
• intercompany flows,
• legal and compliance risks.

That’s why we start by building a comprehensive business architecture — not just completing forms.

How much does it cost — and why you shouldn’t cut corners?

When we entered the U.S. market ourselves, our legal and tax consulting exceeded €5,000. That’s standard. Because a solid structure is an investment in:

• long-term security,
• scalability,
• operational clarity.

You can’t build a sustainable international e-commerce model for $150 and one Zoom call.

Our onboarding includes:

• analysis of your current structure and plans,
• jurisdiction review,
• entity type selection,
• tax forecasting,
• document preparation.

Case Outcome: What We Delivered

• Designed an optimal legal and tax structure
• Assessed risks related to dividends, Sales Tax, transfer pricing, and U.S. substance
• Recommended the best entity type, jurisdiction, and ownership composition — including for foreign tax residents
• Built a safe and scalable entry model for the U.S. market
• Registered the company online with full support on IRS, EIN, and banking setup