US Entity Structures: Legal, IP and Tax Considerations

Our fast-growing startup community has oftentimes seen companies that start from Greece expand overseas to the point where most of their revenue originates from the United States. At the same time, doing business in the US comes with certain legal considerations on a broad range of issues, ranging from customer contracts to IP terms to employee matters to corporate and sales tax.

With that in mind, we felt it would be useful to further explore the US legal & tax system, as well as the entity structures that can be set up in the US, with the benefits and implications each one bares. Last week, Marathon hosted our latest Greek Tech Finance Network event with an agenda devoted to Greek startups entering the US. We had the pleasure to host the international law firm Foley & Lardner, sharing practical insights on US incorporation, tax and IP matters.

Corporate lawyer, David Kantaros, started with a presentation summarizing the pros & cons of each of the different structures that a foreign company with US presence may adopt, covering from subsidiaries vs branches to Delaware setups and flips. Tax expert, Ashley May, walked us through the underlying tax implications in each case, while Chris McKenna, IP expert and ex-founder, took us through the Intellectual Property considerations, protection strategies and points that could turn up in future due diligence. We also had the opportunity to explore the different Visa types that can be issued and the requirements for the relevant E1 Visa and L1/Blanket, as well as discuss commonly used fundraising structures, such as convertible notes, preferred stock, etc.

We believe such discussions are of broader interest for founders and CFOs, and are happy to make the contents of these presentations public. While these materials do not stand for legal advice, we believe they help shed light on the tax and legal aspects of doing business in the US. Stay tuned for further materials to be added to our resources for entrepreneurs coming soon.

None of this post, links to documents, or video, constitutes legal advice from either Marathon nor Foley & Lardner. Specialist legal advice should be taken in relation to specific circumstances. The contents of this webpage are for general information purposes only. Some of the material on this site may have been prepared some time ago. Please contact us if you need comprehensive and up-to-date information on the above.