Expanding into the United States: A checklist for European founders
07 August 2026
For European founders, US expansion involves a series of legal, tax, banking and employment requirements that are often unfamiliar.
The challenge is not simply knowing what needs to be done but understanding the order in which it should happen.
Delays in one area can quickly create knock-on effects elsewhere, particularly when hiring plans, customer commitments and investor timelines are already in motion.
Based on our Global Expansion team’s experience supporting European companies establishing operations in the US, here are the key steps to complete, and the order in which they should typically be completed.
The US expansion sequence
1. Appoint a registered agent in Delaware.
This is required before you can file Articles of Incorporation.
Delaware is the standard for foreign-owned and venture-backed companies because its corporate law is the most developed in the US, its courts have decades of relevant precedent, and most US institutional investors and banking partners expect it.
2. File Articles of Incorporation in Delaware.
For a European parent company establishing a US subsidiary, the most common structure is a Delaware C Corporation (C Corp), a wholly owned subsidiary of your European parent entity.
The standard turnaround for filing Articles of Incorporation in Delaware is one to three business days.
3. Obtain your Employer Identification Number (EIN) from the IRS.
The EIN is where most European founders hit their first wall. Foreign founders without a US Social Security Number (SSN) cannot use the standard IRS online application.
The process requires a paper or fax submission to the IRS. Work with an advisor experienced in this to avoid delays.
4. Execute corporate bylaws and initial board resolutions.
This step is required before you can open a bank account or enter into contracts.
5. Open a US bank account.
Choose a banking partner with experience working with foreign-owned entities.
Opening a US business account as a foreign-owned company involves enhanced due diligence requirements that go beyond what a domestic business faces. Banks are required by law to comply with Know Your Customer (KYC) and Anti-Money Laundering (AML) regulations. Prepare your full KYC documentation package in advance.
6. Register for state payroll taxes.
Required in each state where you have employees before the first payroll run. Once you have your first US employee, you are subject to federal and state payroll tax obligations.
Federal obligations include Social Security and Medicare. State obligations vary as some states have no income tax while others impose income and payroll taxes layered on top of the federal requirement.
7. Register ‘to do business’ with the Secretary of State where the company operates.
As you hire in additional states, each new state may trigger separate registration and filing requirements.
8. Set up payroll and benefits administration.
Benefits take four to six weeks to implement from the date of carrier selection; do not leave this until the first hire is about to start.
The US has no universal healthcare. For companies under 50 employees, providing health insurance is not legally required, but it is effectively mandatory for attracting qualified US talent.
9. Execute employment agreements for US hires.
Ensure your offer letters and agreements reflect US at-will standards. In most US states, employment is “at-will”, meaning either party can terminate the relationship at any time, for any reason that is not legally prohibited. There is no statutory notice period.
10. Establish intercompany agreements with your European parent.
Transactions between your European parent and your US subsidiary, including management fees, shared services, IP licensing, and intercompany loans, must be structured at arm’s-length rates, documented, and defensible on IRS audit.
11. Assess sales tax nexus and register where required.
Note that nexus is ongoing, not one-time. Most states impose economic nexus thresholds, with common thresholds including $100,000 in sales or 200 transactions into the state over a 12-month period.
You can owe sales tax in a state where your business has no physical presence at all.
How ZEDRA Can Help
ZEDRA supports more than 6,100 companies globally and helps establish hundreds of US entities each year. Our Global Expansion team, based in Boston and New York, works primarily with Series A and Series B technology and life sciences companies expanding from Europe.
Our team understands where delays typically occur and works with companies to avoid common bottlenecks before they affect hiring plans, investor timelines or commercial growth.
We do not subcontract; the team that manages your setup is the team that manages your ongoing operations. Your account manager acts as a local controller, coordinating across legal, tax, accounting and HR so your European leadership team has a single point of contact.
Download our full guide to setting up a business in the US or get in touch with Raphaël de Roubin to discuss your expansion plans.
