State-level formation, structured for growth.

United States

How we work in the United States

LISORBIS advises on structuring and coordinates the engagement from Islamabad. Anything that requires a local licence, including advice on US law, filings, registrations and representation, is carried out by licensed professionals from established firms we collaborate with, engaged for your matter. LISORBIS remains your single point of contact throughout.

Overview

US formation decisions are made state by state, and the right choice depends entirely on your investors, governance priorities, and long-term plans. Delaware remains the most established choice, with the deepest body of corporate case law and near-universal familiarity among US investors — but Texas has become a genuine alternative since 2024, with a documented wave of companies reincorporating there. We help you weigh this deliberately rather than default to either.

Where we can help

What actually determines your structure.

General information, last reviewed September 2026, and not advice on US law. Specifics are confirmed with licensed local counsel at the time of engagement.

Beneficial Ownership (BOI) Reporting

Under a FinCEN final rule effective 14 August 2026, US-formed entities (a Delaware or Wyoming LLC or corporation, for example) and their beneficial owners are permanently exempt from federal BOI reporting under the Corporate Transparency Act, regardless of the owners' nationality. The requirement applies to foreign entities registered to do business in a US state, which must file within 30 days of registration. This is an evolving area of federal rulemaking — we confirm current status before advising.

Delaware C-Corp vs LLC

A Delaware C-Corporation is commonly used by venture-backed companies seeking institutional investment, since most institutional investors are structured to invest in C-Corps. An LLC offers pass-through taxation and more flexible governance. The appropriate structure depends on the company's investors, ownership, operations and tax objectives.

Delaware vs Texas Incorporation

Delaware has historically been the most common choice for VC-track start-ups — its Court of Chancery has over a century of corporate case law and investors know the DGCL well. Since 2024, a documented “DExit” trend has seen a growing number of public companies (including Tesla and others) reincorporate in Texas, drawn by its newer business courts and statutory changes affecting shareholder litigation. The right choice depends on the company's investor base, litigation-risk profile, and where it actually operates — we assess this case by case rather than defaulting to either state.

Federal & State Tax

C-Corps pay federal corporate tax at the applicable rate regardless of profit level, plus separate state-level taxes that vary by where the business actually operates. A Delaware-incorporated entity also owes an annual Delaware franchise tax simply for being incorporated there, independent of income tax and separate from wherever it does business. Current rates are confirmed at the time of engagement.

Structuring a business in the United States?

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