For companies opening a US entity
A US subsidiary, formed and run. Your counsel keeps the parent and the tax position.
If a US customer, a first US hire or an investor requires a US entity, Prolify forms the subsidiary and runs its filings. Your existing counsel keeps the parent, the structure and the tax position. This page is about where the line sits.
You probably do not need a takeover. You need one thing done and handed back.
Companies expanding into the US rarely need someone to take over. They need one specific thing done properly and handed back: an entity that exists, an EIN, an address that receives official mail, and a calendar that nobody at head office has to remember. The mistake is buying a package that quietly assumes it now owns the tax relationship.
Four reasons this lands on your desk. Usually urgently.
A customer requires it
Procurement will not onboard a foreign supplier, or wants to pay a US entity in USD against a US W-9. This is the most common reason and usually the most urgent.
A first US hire
You want to engage someone in the US as a contractor or an employee, and the second one triggers state registration and payroll obligations the first does not.
A funding round
US investors want to invest into a US entity. What they want is usually a Delaware C-corp specifically, not any US entity, which changes the recommendation.
Payments and platforms
A processor or marketplace gates on entity country. A US subsidiary opens that gate, where a residence gate would not have moved at all.
Where the line sits. Named precisely, because you have counsel already.
| Area | Prolify | Your team and advisers |
|---|---|---|
| Entity choice | A written recommendation on LLC against C-corp for the US entity, with the reasoning, before anything is filed. | The decision, once your tax advisers have looked at it against the parent's position. We do not overrule counsel who know your group. |
| Formation and EIN | Files the entity, obtains the EIN, provides the registered agent and a US business address. | Nothing. This is the part to hand over completely. |
| Banking | Prepares the document set the application asks for, and tells you which routes accept a foreign-parent subsidiary. | Submitting the application. Prolify does not route or submit it, and no provider allows a third party to. |
| Intercompany | Keeps the US entity's books so the intercompany flows are visible and dated. | The intercompany agreement and the transfer pricing behind it. This is the single most consequential document in a cross-border structure and it is not ours to write. |
| Tax position | Tracks the US filing calendar and the US return. | Permanent establishment, treaty position, and the parent's home-country treatment of the subsidiary. All three are determinations for your advisers. |
Alongside your counsel, not in place of them
Where an expansion gets expensive. None of these are formation problems.
- →Treating the US subsidiary as a billing shell while the work happens elsewhere. That is where permanent establishment and transfer pricing questions start, and they are not questions a formation service can answer.
- →Forming an LLC because it is cheaper, when the investors you are raising from will require a Delaware C-corp. Converting later costs more than forming correctly once.
- →Assuming a US entity solves a payments problem that was actually a residence problem. Check which gate applies before you form anything.
- →Letting the first US contractor become a second, then a third, without checking what that has triggered at state level.
Questions finance teams ask. Answered in the open.
Do we need an LLC or a C-corp?
If you are raising from US investors, almost always a Delaware C-corp, because that is what their documents assume. For a sales or support subsidiary with no fundraising plan, an LLC is often simpler. You get a written recommendation with the reasoning, and your own advisers make the call.
Will you work with our existing accountants?
Yes, and that is the normal case here. Prolify runs the US entity's calendar and books and coordinates the US return. Your advisers keep the group position. Nobody benefits from two firms both believing they own the tax relationship.
Can you handle transfer pricing?
No. Transfer pricing and the intercompany agreement behind it are the most consequential documents in a cross-border structure, and they belong to advisers who know your whole group. Prolify keeps the US books so those flows are visible and dated, which is what your advisers will ask for.
How fast can the entity exist?
Formation itself is days in the states Prolify files in. The EIN is the constraint: without a US principal office it goes by fax and realistically takes one to three weeks. Plan the customer contract or the hire around the EIN date, not the formation date.
Does a US subsidiary create US tax exposure for the parent?
It can, and that is exactly the question to put to your advisers before forming rather than after. It turns on where the work is performed, who contracts with the customer and what the intercompany terms are. This page will not give you a general answer, because a general answer here is worth less than nothing.
Formation is filed in Delaware, Wyoming, New Mexico, Florida, from $397for the first year plus the state’s own filing fee. Full pricing at /pricing.
Put the structure question first. Forming twice costs more than deciding once.
Tell us what triggered this and who your advisers are. The written recommendation gives them something specific to react to.