Setting up a company in the United States is a strategic move for many Italian enterprises looking to expand their market presence, test new commercial models, or operate in a more flexible regulatory environment. However, establishing an entity in the US requires careful consideration: from choosing the legal form to registration, fees, tax obligations, and to the concrete advantages for those who decide to launch a business overseas.

In this article, we will explore the options available when deciding to set up a company in the US, how registration works there, how much it costs, what documents are required, and what fiscal obligations to consider if you are an entrepreneur residing in Italy.

What’s in this article?

• Choosing the right legal form
  
• How to register a company in the US
  
• How much does it cost to establish a company in the US?
  
• Advantages of setting up a company in the US
  
• Tax obligations of a company in the US
  
• How Stripe Atlas can help
  

Choosing the right legal form

When setting up a company in the US, you first choose a legal structure. Compared with the Italian system, the US framework relies on simpler entities and offers greater freedom in governance and taxation. The two most common options for creating a company there from Italy are the LLC (limited liability company) and the C corporation (C corp). Let’s look at them in detail below.

LLC

An LLC is the most popular choice for those forming a company in the US from Italy, as it combines flexible management with straightforward tax treatment. The framework protects owners’ personal assets while avoiding the complexity associated with traditional corporations. The main benefits of an LLC are:

• Limited liability: Members are not liable for the company’s debts with their personal investments, except in cases of fraud or commingling of assets. Under these circumstances, according to the US doctrine of piercing the organizational veil—recognized by the case law of various US states—a judge might decide not to enforce limited liability.

• Pass-through taxation: By default, an LLC does not pay corporate levies. Instead, profits and losses “pass through” directly to the members, who report them based on their tax residence. This arrangement offers a significant advantage for Italian entrepreneurs looking to avoid double taxation, provided no permanent establishment arises in the US.

• Flexible governance: This structure eliminates the need for a board of directors, formal meetings, minutes, or rigid frameworks, allowing the operating agreement to define nearly all governance rules.

• Simple management and few requirements: Bureaucracy is minimal, and annual tax returns are often quick and affordable.

• Access to nonresident members: You can form an LLC while living and working in Italy, without needing citizenship, a visa, or an SSN (US Social Security number).

For these reasons, an LLC is ideal when you want to set up an entity in the US for digital activities, consulting, ecommerce, online sales, creation of a US subsidiary, intellectual property management, or services that do not require a brick-and-mortar facility there. It offers the best balance between statutory protection and operational simplicity.

Corporation

A corporation is a more structured form of entity, similar to a joint-stock company in the US. It is the preferred option for high-growth startups, especially those looking to attract investors, issue shares, offer stock options, or plan a significant expansion into the US market. The most relevant type of corporation for Italian entrepreneurs is the C corp, as it allows nonresident shareholders, whereas the S corp does not.

A C corp is completely separate from its shareholders, pays its own taxes, and allows the participation of investors, venture capital, and institutional funds. It is also the standard form for registering in Delaware, where there is a long legal tradition dedicated specifically to corporations. The main advantages are:

• Investment opportunities: The share model facilitates the entry of external investors, including those with multiple share classes and special rights.

• Solid and transparent governance: Recommended when you anticipate investment rounds, stock programs, or a growing team.

• International reputation: Many European technology companies registered in the US adopt the C corp framework to facilitate global partnerships.

• Straightforward transfer of shares: Ownership interest can be transferred with minimal friction, supporting future investor entry and enterprise transactions such as acquisitions or mergers.

Double taxation requires careful consideration. The entity pays fiscal charges on its profits, and when it pays out dividends to shareholders, they must declare them and pay personal fiscal charges. This mechanism could increase the overall tax burden on corporate profits. That said, for numerous growth-oriented enterprises, this is mitigated by the credibility and scalability this structure offers.

How to register a company in the US

The process of setting up a company in the US is much faster than in Italy. You can complete the registration remotely, without physically traveling to the US, in just a few days. Below are the main steps to follow.

Select the state

No single jurisdiction fits every case, but some offer greater administrative efficiency and lower operating costs. The most common are:

• Delaware: The standard for startups and corporations; known for its enterprise-friendly regulations

• Wyoming: Excellent for LLCs, lower costs, and high privacy

• Nevada: Simplified regulations and no state income tax

When you decide to set up a company in the US, the selected state can affect local taxes, annual fiscal returns, and documentation requirements.

Select a registered agent

It is mandatory to have a registered agent, i.e., a person or service physically present in the state of registration, to receive official communications.

File the incorporation documents

The incorporation documents are:

• For an LLC: Articles of organization

• For a corporation: Articles of incorporation

These documents contain information about members, the enterprise’s address, and its purpose.

Obtain the EIN (Employer Identification Number)

The EIN serves as the US equivalent of a value-added tax (VAT) number and is required to open bank accounts, hire staff, and file taxes. Italian enterprises seeking to establish a US entity can apply for an EIN directly from the IRS (Internal Revenue Service, the US federal tax agency) without an SSN.

Open a business bank account

Many financial institutions require physical presence, while fintech providers enable remote account opening. For founders forming a company in the US, securing an account often represents a central step toward becoming operational immediately.

Register specific licenses

Certain activities—such as brick-and-mortar retail, food services, or import/export—trigger additional state or local permit mandates.

What is needed to establish a business in the US?

Here are the primary requirements for launching a business in the US:

• A valid ID document
  
• State of choice for company registration
  
• A registered agent in the US
  
• The filing of incorporation documents (such as the articles of organization or the articles of incorporation)
  
• Obtaining an EIN from the IRS
  
• If necessary, specific licenses or permits for the sector in which you operate
  

American citizenship, a visa, or a Social Security number is not required.

How much does it cost to establish a company in the US?

Understanding the cost of creating a company in the US is key to assessing project viability. Actual costs vary depending on the state selected, the services used, and the juridical form.

Main incorporation costs

If you use a structured service to establish a company in the US remotely (a very common option among Italian entrepreneurs), you could pay between $300 and $1,000 for the entire process.

Advantages of setting up a company in the US

Why set up a company or form an LLC in the US? Entrepreneurs cite several practical reasons, outlined below.

Access to a vast and dynamic market

The US is one of the most competitive and innovative environments in the world. Launching a business in there makes it possible to:

• Sell directly to American customers
  
• Collaborate with local partners
  
• Brand yourself as a US entity in international markets
  

Swift bureaucracy

Forming an LLC can take less than 48 hours. For those accustomed to the pace of Italian bureaucracy, this is a huge benefit.

Company reputation

Many domestic enterprises choose to establish a company in the US to enhance their credibility with international investors, suppliers, and customers, especially in the technology sector.

Corporate flexibility

LLCs offer:

• Fewer requirements
  
• Flexible management
  
• More straightforward rules
  
• Ease of distribution of profits
  

Possibility of opening a subsidiary of your Italian company in the US

If you already run a company domestically, setting up an LLC can be an excellent way to open a subsidiary in the US with a dedicated legal arrangement.

Tax and operational advantages

Many states do not impose income taxes or apply reduced levies to foreign LLCs. Furthermore, if an operation is not “effectively connected” to the US, taxation might be more favorable. A “noneffectively connected income” (as per the IRS definition) refers to earnings that do not have a stable economic presence there. For example, if you operate online from Italy, you do not have offices, employees, or physical activities in the US. In these cases, fiscal authorities do not treat the entity as a US business, and levy charges occur solely in the members’ country of residence, avoiding double taxation.

Tax obligations of a company in the US

Creating a company in the US also entails tax responsibilities. Obligations vary according to:

• Legal form
  
• State of registration
  
• Presence or absence of actual business in the US
  
• Tax residence of members
  

For those living in Italy who decide to establish a US entity, here are the main points to keep in mind.

Federal taxation

LLCs typically carry on as pass-through entities, with profits levied directly to their members on their tax returns. By contrast, C corps are subject to double taxation:

• At the corporate level
  
• At the personal level, on dividends
  

State taxation

Each state has its own rules:

• Some do not apply income tax (i.e., Wyoming, Nevada, Texas)
  
• Others impose franchise taxes (i.e., Delaware)
  

Annual tax returns and requirements

Irrespective of their economic activities, companies must:

• File an annual report
  
• Pay an annual contribution to the state
  
• Maintain an active registered agent
  

International taxation and Italy

If you reside in Italy and decide to set up a company in the US, you will need to consider the following aspects:

• Whether or not your business falls under the permanent establishment regime
  
• The Italy–US double taxation agreement
  
• Taxation of earnings generated in Italy by shareholders
  

Generally, if you operate exclusively online or remotely and do not have employees, offices, or facilities in the US, you do not create a permanent establishment in the US; however, it is always advisable to consult an accountant who is an expert in international taxation.

Online sales in the US

If you set up an ecommerce business or software-as-a-service (SaaS), you might need to collect sales tax in different states using automated systems.

How Stripe Atlas can help

Starting a company in the US can seem complex if you operate from Italy, especially when you have to navigate state registration, EIN applications, legal documents, and opening a bank account. Fortunately, there are solutions designed to simplify these steps. If you want to start a business in the US quickly, compliantly, and entirely online, Stripe Atlas is a particularly effective tool. It is a service designed to help you set up a US company and get it up and running in a very short time.

Stripe Atlas sets up your company’s legal foundations so you can fundraise, open a bank account, and accept payments within two business days from anywhere in the world.

Join 75K+ companies incorporated using Atlas, including startups backed by top investors like Y Combinator, a16z, and General Catalyst.

Applying to Atlas

Applying to form a company with Atlas takes less than 10 minutes. You’ll choose your company structure, instantly confirm whether your company name is available, and add up to four cofounders. You’ll also decide how to split equity, reserve a pool of equity for future investors and employees, appoint officers, and then e-sign all your documents. Any cofounders will receive emails inviting them to e-sign their documents, too.

Accepting payments and banking before your EIN arrives

After forming your company, Atlas files for your EIN. Founders with a US Social Security number, address, and cell phone number are eligible for IRS expedited processing, while others will receive standard processing, which can take a little longer. Additionally, Atlas enables pre-EIN payments and banking, so you can start accepting payments and making transactions before your EIN arrives.

Cashless founder stock purchase

Founders can purchase initial shares using their intellectual property (e.g., copyrights or patents) instead of cash, with proof of purchase stored in your Atlas Dashboard. Your IP must be valued at $100 or less to use this feature; if you own IP above that value, consult a lawyer before proceeding.

Automatic 83(b) tax election filing

Founders can file an 83(b) tax election to reduce personal income taxes. Atlas will file it for you—whether you are a US or non-US founder—with USPS Certified Mail and tracking. You’ll receive a signed 83(b) election and proof of filing directly in the Stripe Dashboard.

World-class company legal documents

Atlas provides all the legal documents you need to start running your company. Atlas C corp documents are built in collaboration with Cooley, one of the world’s leading venture capital law firms. These documents are designed to help you fundraise immediately and ensure your company is legally protected, covering aspects like ownership structure, equity distribution, and tax compliance.

A free year of Stripe Payments, plus $50K in partner credits and discounts

Atlas collaborates with top-tier partners to give founders exclusive discounts and credits. These include discounts on essential tools for engineering, tax, finance, compliance, and operations from industry leaders like AWS, Carta, and Perplexity. We also provide you with your required Delaware registered agent for free in your first year. Plus, as an Atlas user, you’ll access additional Stripe benefits, including up to a year of free payment processing for up to $100K in payments volume.

Learn more about how Atlas can help you set up your new business quickly and easily, and get started today.