105 terms · for founders abroad
The US company and tax glossary, explained plainly.
105 terms from US company and tax forms, each defined in one sentence that stands on its own: EIN, ITIN, Form 5472, registered agent, disregarded entity, W-8BEN-E and more. Open a term for what it means for a founder abroad, and the questions that come next.
0–9
2 terms- 147C letter
- The IRS's confirmation of an existing EIN, issued on request by fax or post, and the usual replacement when the original CP 575 is lost.
- 83(b) election
- A founder's choice to be taxed on restricted stock when it's granted rather than as it vests, filed with the IRS within 30 days, with no extension.
A
7 terms- Accredited investor
- An investor the SEC treats as able to bear private-company risk: over $200,000 income, or $1 million net worth excluding their home, among other tests.
- ACH (Automated Clearing House)
- The US network for bank-to-bank transfers inside the US, usually arriving in one to two business days, and how most US clients pay suppliers.
- Administrative dissolution
- A state ending a company that stopped filing or paying; usually reversible by reinstatement, at a cost, within a limited time.
- Annual report
- The yearly filing a state requires to keep a company in good standing: $60 in Wyoming; a Delaware LLC files none and pays a yearly tax instead.
- Apostille
- A certificate added to an official document so it's accepted in other Hague Convention countries; often asked for on US company documents.
- Articles of Organization
- The document filed with a state to create an LLC; Delaware and some other states call it a Certificate of Formation.
- Authorised shares
- The most shares a corporation may issue, set in its certificate of incorporation; ten million is common for a startup.
B
3 terms- Backup withholding
- The 24% a US payer must hold back from a payment when the payee hasn't given a correct taxpayer number.
- Beneficial ownership report (BOI)
- The FinCEN filing that named a company's owners under the Corporate Transparency Act, permanently ended for US-formed companies in August 2026.
- Bylaws
- A corporation's internal rules on its board, officers, meetings and shares; the corporation's counterpart to an LLC's operating agreement.
C
11 terms- C-Corporation
- A US corporation taxed on its own profit, which issues stock and is what US investors' paperwork assumes; usually formed in Delaware.
- Cap table
- The record of who owns what share of a company, including options, SAFEs and other convertible instruments; investors read it first.
- Capital contribution
- Money or property an owner puts into their company, including company costs the owner paid personally; reportable on Form 5472 from a foreign owner.
- Certificate of authority
- The document a state issues when a company formed elsewhere registers to do business there; the result of foreign qualification.
- Certificate of Cancellation (dissolution)
- The filing that ends a Delaware LLC; Wyoming's equivalent is articles of dissolution. Closing the state record doesn't close the IRS account.
- Certificate of Formation
- Delaware's name for the document that creates an LLC, the equivalent of Articles of Organization in other states.
- Certificate of Incorporation
- The document filed with a state to create a corporation, setting its name, registered agent and how many shares it may issue.
- Certificate of incumbency
- A document signed by a company's manager or officers listing who holds which role and who may sign; some banks abroad ask for one.
- Chargeback
- A card payment reversed by the customer's bank at the customer's request, with a fee to the merchant and a mark against its record.
- Commingling
- Mixing a company's money with its owner's; the most common way an LLC's owner loses the liability protection the LLC exists to provide.
- CP 575 letter
- The IRS notice confirming a newly assigned EIN, posted once to the address on the application; the document banks usually ask to see.
D
4 terms- DBA (doing business as)
- A trade name a company uses instead of its legal name, registered with the state or county; not a separate company.
- Delaware annual LLC tax
- The flat $400 tax every Delaware LLC pays by 1 June each year, raised from $300 in 2026; Delaware LLCs file no annual report.
- Disregarded entity
- A single-member LLC the IRS ignores for income tax, treating its income as the owner's; it still files Form 5472 if the owner is foreign.
- Distribution (owner's draw)
- Money an LLC pays its owners from the company; how the owner of a single-member LLC pays themselves, reportable on Form 5472 from a foreign-owned one.
E
5 terms- Economic nexus
- Sales into a state above its threshold, usually $100,000 a year, which makes a seller elsewhere collect that state's sales tax with no presence there.
- Effectively connected income (ECI)
- Income connected with a US trade or business, which the US taxes a foreign person on at ordinary rates; pay for work done abroad usually isn't ECI.
- EIN (Employer Identification Number)
- The nine-digit tax number the IRS assigns to a business, and the first thing every US bank, payment processor and marketplace asks for.
- Employer of record
- A company that legally employs staff on another's behalf, handling payroll and compliance, so a foreign-owned company can have a US employee.
- Estimated tax
- Advance payments of US income tax made during the year by a corporation, or an individual with US-taxable income, once the tax passes a threshold.
F
24 terms- FBAR (FinCEN Form 114)
- The yearly report to FinCEN of accounts outside the US, filed by a US company when they held over $10,000 between them at any time in the year.
- FDAP income
- Fixed or periodic US-source income such as dividends, interest and royalties, withheld on at 30% or a treaty rate when paid to a foreign person.
- FinCEN
- The US Treasury's Financial Crimes Enforcement Network, which ran beneficial ownership reporting, receives the FBAR and sets the rules banks follow.
- Fiscal year
- The twelve-month accounting period a company files on; the calendar year for almost every small company and every individual-owned single-member LLC.
- Foreign qualification
- Registering a company in a second state where it does business; "foreign" here means from another state, not another country.
- Form 1040-NR
- The US tax return for a non-resident individual with US-taxable income, such as income from a US trade or business; most foreign LLC owners don't owe one.
- Form 1065
- The US partnership return, filed yearly by a multi-member LLC, with a Schedule K-1 for each owner showing their share.
- Form 1099-K
- The form card processors and payment apps send for the payments they handled for a US account; card payments are reported at any amount.
- Form 1099-NEC
- The form a US company files for each US contractor it paid $2,000 or more in a year, due to the contractor and the IRS by 31 January.
- Form 1120
- The US corporate income tax return, filed yearly by a C-Corporation and, as a pro forma version, by a foreign-owned single-member LLC.
- Form 2553
- The IRS form a corporation or LLC files to elect S-Corporation status; not available where any owner is a non-resident alien.
- Form 5472
- The yearly IRS information return a foreign-owned US company files to report transactions with its foreign owner, with a $25,000 penalty for missing it.
- Form 6166 (US residency certificate)
- The IRS letter certifying a person or company is a US resident for a tax treaty; a foreign-owned single-member LLC can't get one.
- Form 7004 (extension)
- The IRS form that gives a business six more months to file its return, including the pro forma 1120 with Form 5472; it doesn't extend time to pay.
- Form 8822-B
- The IRS form a business files by post to change its mailing address, location or responsible party; a new responsible party must be reported within 60 days.
- Form 8832 (entity classification election)
- The IRS form an LLC files to be taxed as a corporation instead of as a disregarded entity or partnership; rarely what a foreign owner wants.
- Form D
- The SEC notice a company files within 15 days of first selling securities under Regulation D, such as a SAFE round; filing it is free.
- Form SS-4
- The IRS application for an Employer Identification Number, sent by fax or post, or made by phone, when the responsible party has no SSN or ITIN.
- Form W-7
- The IRS application for an ITIN, sent with identity documents and, usually, the tax return that needs the number.
- Form W-8BEN and W-8BEN-E
- The IRS forms a foreign person or foreign company gives a US payer to certify foreign status and, where it applies, claim a treaty rate.
- Form W-9
- The form a US person or US company gives a payer with its tax number; what a multi-member LLC or corporation gives a US client.
- Forms 1042 and 1042-S
- The IRS forms a US payer files to report US-source income paid to foreign persons, such as dividends or royalties, and the tax withheld on it.
- Forms 2848 and 8821
- The IRS forms that let someone else act for you: 2848 makes them your representative, 8821 lets them see and receive your tax information.
- Franchise tax
- A state's yearly tax on a company for existing or doing business there, nothing to do with franchises; Delaware corporations and Texas companies owe one.
G
1 term- Good standing
- The status of a company that has filed and paid everything its state requires; lost by missing a report or tax, and proved by a certificate.
H
1 term- Holding company
- A company whose business is owning other companies or assets rather than trading; a Wyoming LLC is common, subject to the owner's home-country rules.
I
2 terms- Independent contractor
- Someone who provides services on their own terms rather than as an employee; paid without payroll, and reported on Form 1099-NEC if in the US.
- ITIN (Individual Taxpayer Identification Number)
- A personal US tax number for people who must file a US return but can't get an SSN; not needed to form a company or to get its EIN.
K
1 term- KYC and KYB (know your customer, know your business)
- The identity checks banks and processors must run: KYC on the people behind an account, KYB on the company itself.
L
1 term- LLC (limited liability company)
- A US company whose owners aren't personally liable for its debts, and whose profit is taxed once, to the owners, unless it elects otherwise.
M
5 terms- Marketplace facilitator
- A marketplace such as Amazon or Etsy that state law makes responsible for collecting sales tax on its sellers' sales.
- Member
- An owner of an LLC, the LLC's equivalent of a shareholder; members may run the company themselves or appoint managers.
- Merchant of record
- A service such as Paddle that sells your product as the legal seller, handling payments, sales tax and VAT, and pays you what's left.
- Mid-market rate
- The midpoint between the buy and sell prices of two currencies, with no markup; the benchmark for what converting money really costs.
- Multi-member LLC
- An LLC with two or more owners; a partnership for US tax, filing Form 1065 with a Schedule K-1 for each member.
N
3 terms- Name reservation
- A state filing that holds a company name before formation: 120 days for $60 in Wyoming, and 120 days for $75 in Delaware.
- Nexus (sales tax)
- The link with a state that obliges a seller to collect its sales tax, created by a presence there or by sales above the state's threshold.
- Non-resident alien
- For US tax, someone who isn't a US citizen, doesn't hold a green card and doesn't pass the substantial presence test; most founders abroad are one.
O
2 terms- Operating Agreement
- The private contract among an LLC's members that sets ownership, management and what happens when someone leaves; it isn't filed with the state.
- Option pool
- Shares a corporation sets aside, often 10% to 15%, for future employees' and advisers' stock options, granted under a plan the board adopts.
P
7 terms- Par value
- A nominal minimum price per share set in the certificate of incorporation, such as $0.0001; it lets founders buy their shares for very little.
- Partnership withholding (section 1446)
- Tax a multi-member LLC must withhold on its foreign partners' shares of US business income: generally 37% for individuals, 21% for companies.
- Pass-through taxation
- Tax treatment where a company pays no income tax itself and its profit is taxed to its owners, as with an LLC or a partnership.
- Permanent establishment
- Under a tax treaty, a fixed place of business or dependent agent in a country, which lets that country tax the business profits linked to it.
- Piercing the corporate veil
- A court holding a company's owner personally liable for its debts, usually because the company wasn't run as separate from the owner.
- Post-money valuation
- A company's value including the new money just invested; on a post-money SAFE, the cap is a post-money figure, so ownership is fixed at signing.
- Pro forma Form 1120
- A mostly blank corporate tax return that a foreign-owned single-member LLC files as the cover for its Form 5472.
R
6 terms- Registered agent
- The person or company with a street address in the state who receives legal papers and state notices for a company during business hours.
- Reinstatement
- Bringing a company the state dissolved back into existence, by filing what was missed and paying the fees, within a limited time.
- Reportable transaction (Form 5472)
- Any exchange of money or property between a US company and its foreign owner that goes on Form 5472, including the money used to form the company.
- Resale certificate
- A form a registered seller gives a supplier to buy goods for resale without paying sales tax, based on its sales tax registration in a state.
- Responsible party
- On Form SS-4, the person who ultimately owns or controls the company: the owner of a single-member LLC, and never the registered agent.
- Routing number
- The nine-digit number that identifies a US bank for ACH and wire transfers; given with the account number so US clients can pay you.
S
10 terms- S-Corporation
- A tax election that lets a US corporation or LLC pass its profit through to its owners; not available if any owner is a non-resident alien.
- SAFE (Simple Agreement for Future Equity)
- An investment contract, published by Y Combinator, where an investor pays now for shares issued at a later priced round; used by US corporations.
- Sales tax permit (seller's permit)
- A state registration that lets a seller collect its sales tax and buy stock for resale tax-free; needed once there's nexus, and not a business licence.
- Schedule K-1
- The statement a partnership gives each owner showing their share of its income, deductions and credits, filed with Form 1065.
- Self-employment tax
- US Social Security and Medicare tax on business profit, owed by US citizens and residents; a non-resident alien generally doesn't pay it.
- Series LLC
- An LLC that can create internal series, each with its own assets and liabilities, allowed in Delaware, Wyoming and some other states; rarely needed from abroad.
- Service of process
- The formal delivery of a lawsuit or legal notice to a company, made to its registered agent so the company can't claim it never knew.
- Single-member LLC
- An LLC with one owner; a disregarded entity for US income tax and, when the owner is foreign, a Form 5472 filer every year.
- SSN (Social Security Number)
- The US personal tax and benefits number for citizens and people authorised to work; not something a founder abroad has or needs to own a US company.
- SWIFT code (BIC)
- The 8- or 11-character code that identifies a bank for international wires; what a payer outside the US needs to send dollars to your US account.
T
2 terms- Tax treaty
- An agreement between the US and another country that lowers withholding, decides which country taxes what, and relieves double taxation.
- Trademark
- A registered right to a name or logo for particular goods or services, granted in the US by the USPTO; separate from forming a company.
U
3 terms- US person
- For US tax and reporting, a US citizen or resident, or a company, partnership, estate or trust formed in the US; a US LLC is one for the FBAR.
- US trade or business (USTB)
- Regular, continuous business activity in the US that makes a foreign person's connected income taxable there; decided by facts, not where you formed.
- USPS Form 1583
- The Postal Service form that authorises a mail receiving agency to accept post for a person or company, with identity checked by the agency or a notary.
V
3 terms- Valuation cap
- The highest company valuation at which a SAFE converts, so an early investor's shares are priced at no more than the cap.
- Vesting (and the cliff)
- Earning stock over time: unvested shares can be bought back at cost if the holder leaves; four years with a one-year cliff is the norm.
- Virtual mailbox (CMRA)
- A real US street address from a commercial mail receiving agency that receives, scans and forwards a company's post; not a registered agent.
W
2 terms- Withholding tax
- Tax a US payer deducts before paying a foreign person: 30% on US-source passive income, unless a treaty rate is claimed on a W-8.
- Wyoming annual report licence tax
- Wyoming's yearly charge on an LLC: $60, or $0.0002 per dollar of Wyoming assets if more, due on the first day of the month it was formed in.
Every term, grouped by what it's about.
The company itself
The company's structure, its founding documents and the people in it.
- LLC
- C-Corporation
- S-Corporation
- Single-member LLC
- Multi-member LLC
- Member
- Operating Agreement
- Articles of Organization
- Certificate of Formation
- Registered agent
- Service of process
- Name reservation
- DBA
- Trademark
- Series LLC
- Holding company
- Certificate of incumbency
- Capital contribution
- Distribution
- Bylaws
- Certificate of Incorporation
The EIN and IRS forms
The EIN, the letters that prove it, and the returns the IRS expects.
US tax for an owner abroad
What the US taxes, withholds and asks a founder abroad to file.
- Disregarded entity
- Pass-through taxation
- Effectively connected income
- US trade or business
- FDAP income
- Withholding tax
- Tax treaty
- Permanent establishment
- Form W-8BEN and W-8BEN-E
- Form W-9
- Forms 1042 and 1042-S
- Form 1099-NEC
- Independent contractor
- Employer of record
- Non-resident alien
- US person
- Self-employment tax
- Form 1099-K
- Backup withholding
- Form 6166
- Partnership withholding
Keeping the company in good standing
The yearly state filings, and what happens when one is missed.
Money, sales tax and addresses
Getting paid, moving money home, sales tax and a US address.
Raising money
Shares, SAFEs and the paperwork a priced round assumes.
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