Strategic Corporate Solutions to Accelerate Your Growth

The first step is to decide whether you want to acquire an existing US company or set up a new company in the US.

It is important to consider that existing, well-structured companies can mean faster entry into a new market. To ensure security and mitigate risks in the acquisition of existing US companies, it is extremely important to have a specialized team to conduct legal and financial due diligence. Through due diligence, it is possible to identify hidden risks and liabilities in the transaction, which is essential to determine whether the transaction will actually take place and what its price and conditions will be. In addition, it is essential to have an experienced legal team specializing in US law to draft, review, and negotiate contracts.

If the chosen path is to establish a company in the US, it is important to assess whether this will be a subsidiary or affiliate of a Brazilian company, or whether a FLIP will be carried out, transforming the Brazilian company into a subsidiary of the American company.

Next, you need to choose the state of incorporation, understand local requirements, and define the most appropriate corporate structure. In addition, consider tax, regulatory, and immigration issues, especially if you or your team need visas to work in the country.

Yes. Anyone, whether an American or a foreigner, residing in any country, can start a business in the United States. You do not need to have a US visa or a social security number (similar to Brazil’s CPF) to start a business in the US.

It depends on your goal. In general, US states classify companies as corporations, limited liability companies (LLCs), and limited partnerships.

Corporations have structures similar to Brazilian corporations. Through this structure, there is a complete separation between the assets of the partners and greater flexibility in terms of the capital structure, which is why it is recommended in situations where the company has diversified capital (i.e., different classes of shares, shareholder agreements) and a more robust governance structure, with a board of directors, for example.

Limited liability companies (LLCs), on the other hand, are similar to limited liability companies in Brazil, and are also a type of entity that protects the assets of its partners, separating them from the company’s assets. Its partners are called members, and the shareholding they hold is called an interest.

Partnerships, in turn, are defined as “the relationship between two or more people to do or exchange business.” These people can contribute to the partnership through money, property, work, or skills, and they share the profits and losses of the business. Generally, there are one or more general partners, who are responsible for management, and one or more limited partners, who are passive investors. This structure is widely used by investment funds.

It is important to note that the choice of corporate type also involves tax considerations, since corporations are typically opaque structures subject to taxation, while LLCs and partnerships are transparent, with taxation levied directly on the partners.

FLIP can be a good strategy for companies seeking to attract international investment and expand their operations globally. By establishing a holding company in the US, the company gains a global position, with greater access to investors and market opportunities. In addition, it facilitates the hiring of skilled labor, especially in the technology sector.

The ideal time to perform a FLIP is as early as possible, as more mature companies may face higher costs and greater complexity in the restructuring process. In addition, most American investors avoid “Brazil risk,” preferring to invest in companies structured under US law. However, the decision must be carefully planned, considering tax impacts and short- and long-term strategic objectives.

It is important to consider that, in the US, states have greater legislative independence from each other when compared to Brazil, and that each state has its own state taxation.

The state of Delaware, for example, tends to attract many companies, not only because of the specialization of its courts in matters of business law and information privacy, but also because of its exemption from state taxation. However, even if the company is headquartered in Delaware, it will need to register in the states where it operates (e.g., office location, customers, inventory). This registration will depend on the legislation of each state, which will determine whether or not there is a “nexus” with it.

SAFE (Simple Agreement for Future Equity) is a contract commonly used by startups in the US to raise investments, especially in early stages (seed rounds). Through SAFE, the investor is not granted immediate equity participation, but rather a future right to convert to equity, conditional on the occurrence of a “trigger” event, such as a qualified funding round.

In Brazil, the contract most similar to SAFE is the Convertible Loan, but there are important differences in terms of structure and legal certainty, such as the absence of a repayment obligation in SAFE, unlike the convertible loan, which is a debt instrument.

To attract investment in the US, it is important that your company is well structured. It is necessary to have clear governance, well-drafted contracts, and adequate compliance. Depending on the type of investment, it may be necessary to draft a SAFE instrument, issue shares, or issue a convertible note. To do so, it is essential to have the assistance of a legal team specializing in US law.

To receive investments from friends and family, it is essential to formalize the capital injection in a safe and proper manner. This can be done by signing a SAFE or a convertible loan, or through the direct sale of equity. In addition, depending on the amount invested and the investor’s profile, it may be necessary to comply with US regulatory requirements, such as SEC (Securities and Exchange Commission) rules.