U.S. Entity Formation Guide
This comprehensive guide walks you through the entire process of establishing your U.S. business entity through Portal.Pre-Formation Checklist
Before starting the formation process, gather the following information:Step 1: Choose Your Entity Type
C-Corporation vs LLC Comparison
| Feature | C-Corporation | LLC |
|---|---|---|
| Best For | VC funding, going public | Flexibility, small teams |
| Taxation | Double taxation | Pass-through taxation |
| Ownership | Unlimited shareholders | Members (owners) |
| Management | Board of Directors | Member-managed or Manager-managed |
| Investor Friendly | Yes (preferred by VCs) | Less attractive to investors |
| Compliance | More requirements | Fewer formalities |
Most Korean tech startups planning to raise capital choose C-Corporation. Consult with Portal advisors for personalized recommendations.
Step 2: Name Your Company
Naming Requirements
- Must be unique in Delaware
- Cannot use restricted words without approval
- Must include entity identifier (Inc., LLC, etc.)
Name Search Process
- Portal checks name availability
- We suggest alternatives if needed
- Reserve name for 120 days (optional)
Avoid names too similar to established brands to prevent trademark issues.
Step 3: Complete Onboarding
Information Required
For C-Corporation:- Number of authorized shares (typically 10 million)
- Par value (typically $0.0001)
- Board of Directors names
- Officer positions (CEO, Secretary, etc.)
- Operating agreement preferences
- Member ownership percentages
- Management structure
- Tax classification election
Step 4: Document Preparation
Portal prepares and files:Formation Documents
- Certificate of Incorporation (C-Corp) or Formation (LLC)
- Corporate Bylaws or Operating Agreement
- Initial Board Resolutions
- Stock Certificates or Membership Certificates
Post-Formation Documents
- EIN application (Form SS-4)
- Initial Statement of Information
- Foreign qualification documents (if needed)
Step 5: EIN Application
The Employer Identification Number (EIN) process:1
Form Preparation
Portal completes IRS Form SS-4 with your information
2
IRS Submission
We submit electronically for fastest processing
3
Follow-up
Track application status and handle any IRS queries
4
Delivery
Receive EIN letter typically within 1-2 weeks
Step 6: Corporate Compliance Setup
Digital Minute Book Includes:
- Formation documents
- Bylaws/Operating Agreement
- Board and shareholder resolutions
- Stock/membership ledger
- Annual meeting templates
Compliance Calendar:
- Annual report deadlines
- Franchise tax due dates
- Board meeting requirements
- Foreign qualification renewals
Step 7: Business Banking
Account Opening Process:
- Bank Selection: Choose from our partner banks
- Application: Complete online application
- Verification: Video call with bank representative
- Approval: Usually within 3-5 business days
- Access: Receive online banking credentials
Banking Features:
- Multi-currency accounts
- Wire transfer capabilities
- Business debit cards
- Online/mobile banking
- ACH payments
Post-Formation Considerations
Federal Tax Elections
- S-Corporation election (if applicable)
- Tax year selection
- Accounting method choice
State Registrations
- Foreign qualification in operating states
- State tax registrations
- Business licenses
Ongoing Compliance
- Annual Delaware franchise tax
- Annual report filing
- Registered agent renewal
- Good standing maintenance
Common Mistakes to Avoid
Inadequate Shareholding Structure
Inadequate Shareholding Structure
Mixing Personal and Business
Mixing Personal and Business
Maintain corporate formalities to preserve limited liability protection.
Ignoring Compliance
Ignoring Compliance
Missing Delaware deadlines can result in penalties and loss of good standing.
Wrong Entity Choice
Wrong Entity Choice
Converting between entity types later is costly and complex.