Expanding business to USA - How to incorporate the company?

When considering expanding your business to the USA, one of the most important steps is incorporating your company. If you’ve chosen Delaware, especially if you’re a tech founder, the process is relatively straightforward. Here’s a step-by-step guide on how to incorporate your company in the U.S. and make the right choices to set yourself up for success.

1. Choosing Delaware: The Best State for Incorporation

Delaware has long been a popular destination for business incorporation, particularly for tech startups. Its legal framework is business-friendly, offering efficient courts, particularly the Delaware Chancery Court, which is preferred for resolving corporate disputes. Additionally, Delaware’s tax system and governance structures attract venture capitalists, making it an ideal choice for growing businesses.

2. Filing the Necessary Documents

The incorporation process starts with submitting the required documentation to the state government. For Delaware, this usually involves providing basic details about your company, including:

• Company Name: You’ll need to choose a unique name for your company. It cannot be similar to any other registered entity in the state.
• Directors and Officers: You’ll be required to provide the names of the company’s directors. Typical roles include a president, treasurer, and secretary. These roles are standard in a corporation to help manage the day-to-day operations.

Once you submit these documents, the processing time is typically short—about 1 to 3 days. The cost can range from a couple of hundred dollars depending on the services you select for expedited processing.

3. Certificate of Incorporation

After submitting your documents, you’ll receive your Certificate of Incorporation. This certificate officially marks your company’s formation in Delaware and includes the name of your company and its date of incorporation. This document is a crucial part of establishing your business entity and is required for many subsequent legal and financial activities.

4. Bylaws and Initial Board Resolutions

After receiving the certificate, you’ll need to establish the company bylaws. These rules govern how the company will operate, addressing issues like the powers and duties of directors, the process of voting, and shareholder meetings.

You’ll also need to create an initial board resolution, which is a formal decision made by the company's board of directors on how the company should proceed. This typically includes authorizing the company’s incorporation, approving the bylaws, and taking care of other preliminary matters.

5. Obtaining an Employer Identification Number (EIN)

One of the most crucial steps in incorporating your business in the USA is obtaining an Employer Identification Number (EIN) from the IRS (Internal Revenue Service). This is your company’s unique tax ID number, required for tax filings, opening a business bank account, hiring employees, and other financial activities.

To get the EIN, you’ll submit an online application to the IRS. The process is quick, and you can receive your EIN immediately, allowing you to move forward with opening a business bank account and setting up your financial infrastructure.

6. Setting Up a Business Bank Account

Once you have your EIN, you can open a business bank account in the U.S. This is crucial for managing your company’s finances and processing payments from customers. Most U.S. banks will require the EIN and other incorporation documents to open an account for your company.

Conclusion

Incorporating a company in the U.S., particularly in Delaware, is a straightforward process that sets the foundation for future success. By following these steps—submitting your company’s details, getting your Certificate of Incorporation, setting up bylaws, obtaining an EIN, and opening a bank account—you’ll be ready to establish your business presence in the U.S. and begin attracting investment.

For a more detailed explanation on expanding your business to the USA, check out our YouTube video featuring Spencer from Commenda, where he shares valuable insights on the process and what to expect.