USA company structures: at a glance

Hawksford

Last updated: 26 June 2026 |

Americas | US

Options for registering companies in USA

The United States is a federal republic composed of individual states with independent corporate legislation, operating within a mature and globally integrated economic system.

Business entities are governed by state company laws and registered with authorities such as the Secretary of State, while the Internal Revenue Service administers federal taxation. Foreign ownership is generally permitted across most structures without equity restrictions.

Each structure differs in legal identity, tax obligations, capitalisation requirements and operational control, directly influencing how foreign companies enter and manage the market.

USA offers international investors the following legal structures for establishing a local presence:

Limited liability company (LLC)

A limited liability company is a separate legal entity combining limited liability with pass-through taxation and flexible governance structure.

An LLC is a separate legal entity where members have limited liability protection, not a separate legal entity like branches which expose parents and 100% foreign ownership is permitted in all states.
This structure is commonly used for operating businesses and holding investments in the USA. It allows contractual activity, revenue generation and flexible ownership participation.
A minimum capital of US$1 applies and members determine contributions internally based on operational scale. State laws do not impose statutory capital thresholds for formation.
No resident management is required for an LLC in the United States. Members or appointed managers can reside outside the USA while maintaining legal control and governance.
Corporate income tax depends on state and federal classification and LLCs are often treated as disregarded entities. Tax filings, accounting records and reporting obligations still apply.
Unlike a C-corp, this structure does not support multiple share classes or public listings. It does not provide corporate-level taxation, whereas C-corps are taxed separately.

Limited partnership (LP)

A limited partnership is a legal arrangement with general partners managing operations and limited partners providing capital with restricted liability.

A limited partnership includes general partners with unlimited liability, compared to LLCs where liability is limited, while limited partners hold restricted exposure and foreign investors can participate.
This structure is commonly used for investment funds, private equity and joint ventures in the USA. It separates management responsibilities from capital participation through contractual agreements.
A minimum capital of US$1 applies and contributions are defined contractually between partners. Capital is not structured through shares but through partnership agreements.
No resident management is required and general partners control operations directly. Governance is determined by partnership agreements rather than statutory corporate frameworks.
The entity is disregarded for corporate income tax and income flows through to partners for taxation. Federal and state reporting obligations apply to disclose income allocations and activities.
In contrast to an LLC, this structure does not protect all participants from liability exposure. General partners remain fully liable for obligations and operational risks.

Representative office

A representative office is a non-commercial presence used for coordination and research and does not constitute a separate legal entity.

A representative office is not a separate legal entity and operates under the foreign parent company. This differs from subsidiaries which have independent legal identity and liability separation.
This structure is commonly used for market research, liaison and administrative support activities in the USA. It does not engage in revenue-generating operations or contractual business.
No capital is required as the office is not incorporated and functions through funding from the foreign parent entity. Financial resources are allocated directly without share capital structure.
A local representative is typically required to manage administrative functions and communication with authorities. There is no formal corporate governance body or statutory board structure.
Corporate income tax is not applicable because the office cannot generate revenue in the USA. Reporting obligations may still apply depending on regulatory classification.
Unlike an LLC, this structure cannot trade or enter contracts in its own name. It also does not permit revenue generation or independent commercial activity.

Corporation (C-corp)

A C-corporation is a separate legal entity subject to corporate taxation and structured for scale, equity financing and formal governance.

A C-corp is a separate legal entity with limited shareholder liability, compared to branches which extend liability to the parent and it allows 100% foreign ownership under US corporate law.
This structure is commonly used for large-scale operations and companies seeking venture capital or public listing. It supports share issuance and diverse investor participation.
A minimum capital of US$1 applies and capital is structured through issued shares. Ownership is recorded via authorised and issued share capital frameworks.
No resident management is required, but corporations must appoint directors and officers. Governance is formalised through board oversight and statutory corporate roles.
Corporate income tax depends on federal and state rates and applies at entity level. Filing annual returns, maintaining records and meeting audit thresholds are required.
Unlike an LLC, this structure is taxed separately at corporate level and dividends are taxed again at shareholder level. This results in a double taxation framework.

Corporation (S-corp)

An S-corporation is a tax classification applied to a corporation enabling pass-through taxation while retaining corporate legal structure.

An S-corp is a separate legal entity with limited liability, compared to branches, but it differs from C-corps in tax treatment and imposes restrictions on eligible shareholders.
This structure is commonly used for small to mid-sized domestic businesses seeking tax transparency. It combines corporate governance with pass-through income taxation.
A minimum capital of US$1 applies and shares are issued to shareholders under corporate rules. Capital is recorded similarly to standard corporations.
No resident management is required, although directors and officers must be appointed. Corporate governance follows standard corporate law requirements across states.
The entity is disregarded for corporate income tax at federal level and income passes to shareholders. Filing and reporting obligations apply for both entity and shareholders.
In contrast to a C-corp, this structure cannot have non-resident shareholders and limits share classes. These restrictions reduce its suitability for foreign ownership structures.

To help you choose the right structure, we have created an 'at a glance' summary table for the common company types that outlines key structural differences, requirements and incorporation costs. It serves as a valuable resource for foreign companies looking to set up or expand a business in USA. Incorporation procedures and corporate services are detailed in starting a business in USA and USA corporate services.

Comparison of the common types of companies in USA

Key information	Limited liability company (LLC)	Partnership	Representative office	Corporation (C-Corp)	Corporation (S-Corp)
Commonly used for	All purposes	Professional services	Marketing and research	All purposes	Trading
Minimum capitalisation (in US$)	US$1	US$1	0	US$1	US$1
Limited liability	Yes	Yes	No	Yes	Yes
Time to incorporate	Two weeks	Two weeks	Two weeks	Two weeks	Two weeks
Tax rate (CIT)	Depends on state	Disregarded	N/A	Depends on state	Disregarded
Resident management	No	No	Yes	No	No
Cost indication (in US$)	US$7,500	US$8,000	US$7,500	US$8,000	US$8,000

Any estimates published on Hawksford’s website set out indicative fees for entity formation, tax/VAT registration, a registered office address and estimated government filing fees. They do not include fees for additional services that may be required such as resident directors, licences for regulated activities, bank account setup, initial capital or other third-party charges. Actual setup costs can vary widely depending on the entity type, business activities, and structure. Terms and conditions apply. For a detailed, tailored quote, please contact us.

Updated on 26 June 2026

Information verified against USA Secretary of State offices and Internal Revenue Service (IRS).