corpus/us.md

# United States
as_of: 2026-08 (verify rates before relying on them)

## Entity types
- **Delaware C-Corp** — the default for anything raising US venture capital. Double taxation (21% corporate + dividend tax) but VCs require it. QSBS (§1202) can make founder/early-investor gains largely tax-free: for stock issued after 2025-07-04, up to $15M or 10x basis excluded, tiered 50/75/100% at 3/4/5-year holds; issuer gross-asset ceiling raised to $75M (both indexed from 2026).
- **LLC** — pass-through taxation, cheap, flexible. Bad for VC (no stock, no options pool convention). Good for consulting, real estate, holding cos, bootstrapped services.
- **S-Corp** — pass-through with payroll-tax savings; max 100 shareholders, US persons only. Useless for foreign founders or VC.
- **Wyoming LLC** — no state income tax, strong privacy, popular for holding companies and crypto.

## Tax
- Federal corporate: 21% flat.
- State corporate: 0% (WY, SD) to ~11.5% (NJ). Delaware doesn't tax out-of-state income but charges franchise tax (~$400 min via assumed-par method; can be thousands if authorized shares are high and not calculated properly).
- Sales tax: state-level, ~0–10%, nexus rules post-Wayfair mean remote sellers register per state above thresholds (~$100k sales).
- R&D credit (§41): up to ~$500k/yr creditable against payroll tax for startups. §174 R&D amortization repealed for domestic R&D from 2025 — expense immediately; small businesses (≤$31M receipts) can amend 2022–24 returns retroactively (election deadline 2026-07-04, now passed for most).
- No federal VAT.

## Setup & maintenance
- Incorporation: 1–2 days (Delaware same-day available). Cost: ~$500–1,500 with registered agent.
- Annual: DE franchise tax + report, registered agent (~$100–300/yr), federal + state returns. No statutory audit requirement for private companies.
- Foreign founders: no residency or citizenship requirement to own or direct a US corp. EIN takes days-to-weeks without SSN.
- BOI reporting (Corporate Transparency Act): enforcement suspended for US domestic companies as of 2025 — foreign entities registering in the US still file. Verify current status.

## Banking
- Easiest of the five regions for startups: Mercury, Brex, Column etc. onboard remotely, often within days, including foreign-founder-owned Delaware corps.

## Compliance & regulatory
- Securities: SEC exemptions (Reg D 506(b) standard for startup raises). Blue-sky filings per state.
- Employment law is state-level; California notably employee-favorable (non-competes void).
- Privacy: no federal law; CCPA/CPRA (California) and a growing patchwork of state laws.
- Sector regulators: fintech (state money-transmitter licenses — expensive, 50-state), healthcare (HIPAA), etc.

## Grants & incentives
- SBIR/STTR: non-dilutive federal R&D grants, $50k–$2M+, US-majority-owned companies only.
- State incentives: job-creation credits, opportunity zones.
- QSBS is effectively the largest "grant" — up to $15M tax-free capital gains per shareholder.

## Best for
- Any company raising US VC (Delaware C-Corp is near-mandatory).
- Companies selling primarily to US customers.
- Deep tech seeking SBIR funding (needs US ownership).

## Negative cases
- Non-US founders with no US market or investors: 21% + state tax + double taxation is worse than SG/UK, and US tax filing complexity (5471/5472 penalties are $25k per miss) is high.
- Pure holding companies for non-US assets: US worldwide-taxation and CFC rules (GILTI) bite.

## Hiring & payroll
- Employer costs on top of salary: FICA 7.65% (Social Security + Medicare), federal + state unemployment (~1–4%), workers' comp. Total load ~10–12%.
- At-will employment in most states — easiest firing regime of the five. California is the exception (and voids non-competes).
- W-2 employee vs 1099 contractor distinction is enforced (misclassification penalties); remote foreign workers are typically engaged via contractor agreements or an EOR.
- Healthcare is employer-borne in practice (~$500–1,500/employee/month) — the hidden US payroll cost.
- Stock options: ISOs (tax-favored, employees only) and NSOs; 409A valuation required before granting (~$1–3k/yr).

## Founder personal tax
- Federal income tax to 37%; state 0% (TX, FL, WA) to 13.3% (CA). Long-term capital gains 20% (+3.8% NIIT).
- US citizens and green-card holders are taxed on worldwide income forever, wherever they live.
- Non-resident founders owning a US corp: no US tax on the corp's dividends beyond 30%/treaty withholding; no US estate-tax planning ignored at peril (US-situs shares are estate-taxable for non-residents above $60k — insure or structure).

## Exit & M&A
- Deepest acquirer pool and cleanest exit market of the five. Stock sales preferred by sellers (capital gains + QSBS); buyers push asset sales or 338(h)(10)/336(e) elections.
- QSBS at exit: up to $15M per shareholder tax-free (post-2025 issues, 5-yr hold) — often the single largest founder-economics factor in US incorporation.
- Delaware law dominance means acquisition docs, drag-along, and indemnity conventions are standardized — cheaper deals.
- IPO: NYSE/Nasdaq require US-style governance; foreign parent companies routinely re-domicile to Delaware pre-IPO.