Expanding into the U.S. market is a major milestone for any company. For South American businesses, the move can offer access to more stable economies, bigger consumer bases, and growth opportunities that might not exist at home. But that expansion also comes with legal complexity—entity structure, tax compliance, contract enforcement, and immigration are just the beginning.
At Ayala Law, we've worked with many Latin American companies making this exact move. We're not just lawyers—we're a firm founded by an immigrant who understands this journey firsthand. In this blog post, we'll break down the legal strategies South American businesses need to succeed in the U.S.
What Type of Company Should I Form in the U.S.?
One of the first steps is deciding what kind of business entity to form. Most South American companies choose between:
- LLC (Limited Liability Company): Offers flexibility and pass-through taxation.
- Corporation (C-Corp or S-Corp): Suitable for larger operations or when planning to raise capital.
What Foreign Companies Should Know About LLCs in the U.S.
An LLC offers simplicity and limited liability, but it's important to consider how profits are taxed both in the U.S. and in your home country. If your company will retain profits, a C-Corp might be more beneficial.
Pro Tip: Always consult with both a U.S. attorney and a tax advisor in your home country before forming an entity. The way your business is taxed in both countries can impact profitability.
Do I Need a U.S.-Based Partner or Address to Register My Company?
You don't need to be a U.S. citizen or resident to form a company here, but:
- You'll need a registered agent in the state of formation.
- Some banks or contracts might require a U.S. address.
We help clients navigate these requirements by offering registered agent services and advising on how to set up operations with or without a U.S.-based partner.
What Are the Visa Options for South American Business Owners?
If you're planning to relocate or spend time in the U.S. to manage operations, there are a few visa routes:
- E-2 Treaty Investor Visa: Allows nationals from treaty countries (like Colombia, Chile, Argentina) to invest and work in the U.S.
- L-1 Intracompany Transfer Visa: Ideal if you're transferring executives or managers from your South American office to the U.S.
- EB-5 Immigrant Investor Visa: For companies planning a significant investment with job creation in the U.S.
Remember: Forming a company doesn't give you the right to work in the U.S.—you need a valid visa.
How Can I Protect My Brand and Intellectual Property in the U.S.?
South American companies expanding into the U.S. must secure their brand through:
- S. trademark
registration
- Domain name protection
- Contracts with U.S.-based distributors, vendors, and
partners
We've seen too many businesses lose their brand identity because they didn't register their trademarks early. U.S. intellectual property laws work differently, and it's crucial to register as soon as you plan to do business here.
Do I Need U.S. Contracts, Even If I Already Have Contracts in My Home Country?
Yes. U.S. contract law varies by state, and a contract drafted under South American legal principles might not be enforceable here.
At Ayala Law, we help clients:
- Draft state-compliant commercial contracts
- Add choice of law and jurisdiction clauses that protect them
- Enforce contracts in U.S. courts, if needed
What Legal Compliance Do I Need to Operate in the U.S.?
Even a simple U.S. business operation must comply with:
- State and federal tax filings
- Employment laws (if hiring U.S. staff)
- Import/export regulations (especially for companies in agriculture or manufacturing)
We guide our clients through all federal and state-level filings, including help with EIN registration, state licenses, and compliance filings.
How Do I Open a U.S. Bank Account as a Foreign Company?
Opening a U.S. business bank account can be difficult for foreign nationals—but not impossible. You typically need:
- A U.S. entity (LLC or Corp)
- An EIN from the IRS
- A valid U.S. address
- Company documents (Operating Agreement or Corporate Bylaws)
Some banks also require the account holder to appear in person. We assist our clients in gathering the correct documents and liaising with U.S. banks.
What Risks Do South American Businesses Face When Expanding to the U.S.?
The biggest legal risks we've seen include:
- Unenforceable contracts
- Tax issues due to poor structuring
- IP theft or trademark disputes
- Unanticipated litigation or regulatory penalties
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
