A U.S. entity can fail investor diligence even when the state accepted its formation filing. International founders often combine a formation platform with generic documents and advice from separate corporate and tax providers. No single advisor checks whether the completed structure supports the company’s fundraising and operating plans.
Ownership gaps often create the most serious problems. A founder may develop software personally or through a foreign company, then form a Delaware C corporation without assigning that intellectual property to the new entity. Investors may pause or reject the deal because the company cannot prove that it owns its product. Missing board approvals, stockholder resolutions, and accurate cap table records create similar concerns about whether the company issued equity properly.
Foreign ownership also creates tax and compliance questions that standard formation documents do not address. For example, a foreign-owned U.S. company may face Form 5472 filing obligations, state tax exposure, or worker classification issues. A platform such as Stripe Atlas or Clerky generally handles a defined formation workflow, but the founder must still coordinate any restructuring and tax handoff.
Zecca Ross Law Firm gives founders one senior-attorney point of contact for the legal side of U.S. market entry. The attorney reviews the existing structure and identifies missing corporate or intellectual property documents. Zecca Ross also coordinates identified tax issues with independent tax counsel before those gaps surface during diligence.
Pre-seed and seed founders entering the U.S. for the first time can use the package to build an investor-ready entity before fundraising. Zecca Ross helps you choose the appropriate U.S. structure, establish ownership and governance records, and prepare the company for investor diligence.
Founders with an existing setup can use the package to correct formation gaps or restructure before raising U.S. capital. Zecca Ross reviews companies formed through Atlas, Stripe Atlas, or Clerky, as well as startups operating solely through a foreign entity. When needed, the firm can handle a Delaware flip that places the U.S. company above the existing foreign business.
Zecca Ross works with founders based in France, Canada, the UAE, the Netherlands, and Spain. Brazilian founders are a key segment served by the firm. Founders in other countries can also use the package when entering the U.S. market.
The attorney-led U.S. Market Entry Legal Package starts at a $3,500 flat fee. Final pricing depends on your current corporate structure and the work required. Forming a new Delaware C corporation costs less than restructuring an existing foreign company through a Delaware flip. Zecca Ross confirms the scope, flat fee, and expected timeline during your initial call.
Zecca Ross begins with an attorney review before drafting formation documents. A senior attorney examines your existing entity, jurisdiction, cap table, business plan, and fundraising goals to determine whether you need a new U.S. entity, a Delaware flip, or another structure.
Skipping this assessment often produces a structure that does not match your plans. A founder seeking U.S. venture capital may need a Delaware C corporation prepared for investor diligence. A founder testing the U.S. market without near-term fundraising may need a simpler approach. The assessment defines the work before fees and documents begin, so you avoid unnecessary complexity and prevent missing governance, ownership, or restructuring steps.
Zecca Ross recommends a U.S. structure based on your fundraising plans and operating needs. A Delaware C-corp often fits founders preparing for institutional venture financing because U.S. investors and their counsel commonly use Delaware corporate law and standard venture documents. A founder who plans to remain bootstrapped may benefit from a Wyoming entity or another state structure instead.
Your fundraising timeline affects that decision. Forming elsewhere and converting shortly before a financing can add legal work, tax questions, and diligence documents. Starting with a Delaware C-corp may avoid that conversion when a U.S. venture round is already part of the plan.
Self-serve platforms generally guide founders through a standardized formation path. A platform default cannot evaluate your foreign entity, ownership structure, intended investors, or need for a later Delaware flip. Zecca Ross compares Delaware, Wyoming, and other suitable states, then explains how each option affects investor readiness and future restructuring.
The package covers two paths based on your current structure. For a new venture, Zecca Ross forms a Delaware C corporation and prepares the ownership and corporate records that investors expect to review. A filing certificate alone does not establish a clean cap table, document founder ownership, or record the approvals behind key corporate actions.
For an existing foreign company, Zecca Ross plans and executes a Delaware flip or other restructuring suited to the business. A typical flip places a Delaware C corporation above the foreign entity so founders can raise U.S. venture capital through the new parent. The attorney reviews existing ownership, intellectual property, contracts, and required approvals before mapping the reorganization.
Zecca Ross prepares the company for investor diligence by coordinating formation or restructuring with its governance and ownership documents. Tax consequences can vary by country and founder, so the firm also identifies issues that require input from independent tax counsel.
Zecca Ross coordinates the EIN application and core governance documents so the company can open accounts, issue equity, and document its initial decisions. Foreign founders often cannot use the IRS online EIN application because the responsible party lacks a U.S. Social Security number or ITIN. The firm manages the appropriate application route and helps avoid inconsistencies between IRS records and formation documents.
The governance package includes bylaws, initial board and stockholder resolutions, and cap table setup. The resolutions formally approve matters such as officer appointments and founder stock issuances, while the cap table records who owns the company and on what terms. Keeping these records consistent gives investors a clear ownership history during diligence.
Founder documentation establishes who owns the company and what happens if a founder leaves. Zecca Ross prepares founder agreements and vesting terms that document equity ownership, responsibilities, and the company’s right to recover unvested shares.
IP assignments establish that the U.S. company owns the product it plans to sell. A founder may have developed software, designs, patents, or other technology personally or through an existing foreign entity. Forming a Delaware C corporation does not automatically transfer those rights. Zecca Ross identifies the relevant owners and prepares the assignments needed to create a clear chain of ownership.
Investors examine IP ownership during diligence because the company’s value may depend on those assets. Investors generally will not fund a company that cannot prove it owns its core product. Proper assignments address that risk before fundraising begins.
Your first U.S. customer or vendor creates the practical need for U.S. contracts. Zecca Ross prepares a baseline set that can include customer agreements, vendor and contractor agreements, and NDAs based on how your company sells and operates.
Foreign-law templates may use the wrong governing law, payment terms, liability provisions, or intellectual property language for U.S. relationships. Contractor agreements also need clear ownership terms so work created for the company belongs to the U.S. entity. The package gives you coordinated documents for early U.S. operations instead of separate templates that leave conflicting terms or ownership gaps.
Zecca Ross identifies regulatory and tax issues that can arise when a foreign founder begins operating through a U.S. entity. The checklist covers state nexus, potential sales and franchise tax exposure, foreign-owned entity reporting obligations such as Form 5472, and employee or contractor classification.
Your activities determine which issues require action. Customers, workers, offices, and other business activity may create obligations outside the company’s formation state. Foreign ownership can also trigger federal filings that a standard incorporation platform may not address.
Zecca Ross coordinates these issues and prepares them for handoff to your independent tax counsel. Tax counsel then advises on filings, tax positions, and ongoing compliance. Zecca Ross does not replace independent tax advice.
Zecca Ross gives founders direct senior-attorney access without requiring a transaction large enough to justify a traditional BigLaw invoice. The defined scope also gives founders predictable costs while preserving the legal judgment that software cannot provide.
Book an initial call with Zecca Ross to receive a scoped price and expected timeline for your U.S. market entry.
A senior attorney will review your existing structure and fundraising plans during the call. Zecca Ross then confirms the final scope and flat fee based on complexity. A new formation usually requires less work than a Delaware flip or foreign-entity restructuring.
How much does the package cost?
The package starts at $3,500 flat fee. Zecca Ross confirms the final price after reviewing your current entity, cap table, and planned structure because a new formation requires less work than a Delaware flip or cross-border restructuring.
How long does it take to establish a working U.S. entity?
Zecca Ross provides a scoped timeline during the initial call. Timing depends on whether you need a new formation or restructuring, as well as IRS processing for an EIN when the responsible party lacks an SSN or ITIN.
Does the package include tax counsel?
Zecca Ross identifies issues such as Form 5472 filings, state nexus, sales or franchise tax exposure, and worker classification. The firm coordinates those issues with your independent tax counsel, but the package does not replace separate tax advice.
Can Zecca Ross help if I already incorporated through Atlas, Stripe Atlas, or Clerky?
Yes. An attorney can review your formation documents, governance records, cap table, founder terms, and IP ownership, then correct the existing structure or prepare a restructuring before fundraising.
Does Zecca Ross work with founders outside the countries listed?
Yes. Zecca Ross works with international founders beyond France, Canada, the UAE, the Netherlands, Spain, and Brazil. Your location and existing corporate structure help determine the appropriate U.S. market entry plan.
Legal clarity starts here. Partner with Zecca Ross Law Firm to transform complexity into opportunity.