The establishment of a subsidiary in the USA can be an efficient way for foreign firms to have access to one of the most developed and challenging markets in the world. Setting up a subsidiary in the USA provides foreign firms with the right to conduct business legally and maintain a certain level of autonomy from the parent company.
| Quick Facts | |
|---|---|
| Applicable legislation (home country/foreign country) | US Company Law |
Best used for | – financial operations, – banking, – insurance, – trading, – automotive |
Minimum share capital | – |
| Time frame for the incorporation (approx.) | Around 3 months |
| Management (local/foreign) | Local |
| Legal representative required | Yes |
| Local bank account | Yes |
| Independence from the parent company | Yes |
| Liability of the parent company | No, each subsidiary is liable for its debts and obligations |
| Corporate tax rate | 21% |
| Possibility of hiring local staff | Yes |
Table of Contents
What are the steps to open a subsidiary in the USA?
The US subsidiary can be set up quite easily if you take into account the rules and legislation in force. The main steps to establish a subsisiary in the USA include:
- Signing declaration approving the establishment of a subsidiary in the USA;
- Choosing the type of business structure;
- Preparing the documents;
- Establishing the asset transfer;
- Preparing the Operating Agreement;
- Submitting the application for EIN;
- Opening a bank account;
- Establishing the board of managers;
- Outsourcing accounting services;
- Organizing the general annual meeting.
What are the requirements for opening a subsidiary in the USA in 2026?
Subsidiaries, formed under the rules and regulations of an LLC in the USA, are subject to fast incorporation and must respect the following conditions:
- prepare the Articles of Association with information about the owners, the board of managers, the activities, the registered agent, and the business address;
- create the operating agreement, an internal document that shows the responsibilities of the owners;
- apply for an EIN (Employer Identification Number) to pay the taxes in the chosen US state;
- open a bank account for your financial operations (the company’s documents will be needed).
Here is an infographic with information on US subsidiaries:
What documents do foreign shareholders have to provide when establishing a subsidiary in the USA?
- a certified copy of their passport or identity card;
- document proving their place of residence (utility bill or bank statement);
- documents related to the incorporation of the parent company;
- good standing certificate for the foreign company;
- notarized or apostilled documents if required;
- translation of foreign-language documents into English.
What are the organizing business operations for the US subsidiary?
- It is necessary to appoint a board of directors in charge of the business operations of the subsidiary in the USA. The parent company can appoint such a board to hold a certain level of control in the subsidiary.
- The internal rules are necessary for the business direction of the company. Typically, they are established at the time of the establishment of the subsidiary in the USA or even before. Those responsible for decisions in the company will be mentioned, depending on the position they have in the subsidiary.
What are the requirements to open a corporate bank account for a subsidiary in the USA?
- Presentation of the Articles of Organization of a subsidiary in the USA, as well as the Certificate of Incorporation, to demonstrate that it is correctly and legally registered.
- Some banks ask for information about the business address in the area where they are located, respectively, in the American state chosen for this type of business.
- An EIN confirmation letter will also be presented for tax reporting reasons.
- If one of the company directors is in charge of opening the bank account, identity documents and proof of personal address will be requested.
Does the US subsidiary require a registered agent?
Yes. A registered agent is mandatory in the state of incorporation. The registered agent should:
- possess a physical location in the chosen state;
- accept legal and tax correspondence on behalf of the company;
- be contactable during regular business hours;
- coordinate communications with state officials.
What annual compliance procedures does the US subsidiary have to conduct?
Once incorporated, the subsidiary should consider conducting the following annual procedures:
- submitting annual reports;
- extending business licenses;
- preserving accounting and bookkeeping records;
- paying annual state or franchise fees;
- satisfying the IRS tax filing requirements.
Is an operating agreement necessary for a US subsidiary?
Even if there is no obligation in this sense, an Operating Agreement is recommended for opening a business, including for a subsidiary in the USA. This document is also known as the Indemnification Agreement, and it is created strictly for internal purposes.
Why should I choose Delaware for opening a subsidiary?
Companies from abroad can set up an LLC in Delaware and perform the activities as subsidiaries. This state is preferred for business due to an excellent tax regime that aims to create a better environment for foreigners willing to expand their activities in the American market. Such a corporation is not subject to annual stockholders’ meetings or transaction approvals made by the board of directors as is the case with an LLC.
The following video presentation explains the process of registering a subsidiary in USA:
Do I need a physical address for my subsidiary in Delaware?
It is good to know that a subsidiary in Delaware does not need to have a physical business address or a bank account, as it can perform financial operations from overseas.
A subsidiary in the USA is subject to payroll, bookkeeping, and other accounting matters and can act independently from the parent company. More about the US subsidiary can be discussed with one of our representative agents in the USA.
If you want to open a company in the USA in 2026, we suggest you contact our team of company incorporation specialists in the USA for complete information and assistance.