Cross-Border M&A & U.S. Business Formation
A foreign company entering the United States either builds an entity or buys one. Both routes turn on the same questions: which structure, which state, what tax exposure, and what reporting follows. We form U.S. entities for foreign owners and handle the acquisitions that bring them into the market.
Talk to an attorneyFounded
1965
Attorneys
11
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Founded
1965
Attorneys
4
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Cross-border M&A and business formation attorneys for Bellevue and Seattle foreign investors
Oseran Hahn forms U.S. companies for foreign owners and represents them in cross-border acquisitions. We choose the entity and the state, structure the ownership for tax and liability, set up the federal reporting that foreign-owned companies carry, and run the buy-side or sell-side deal when a foreign client acquires or combines with a U.S. business. Many of our clients are companies and family offices from Asia establishing or expanding a Pacific Northwest presence, and the work sits where corporate law, tax, and the investor's immigration plan meet.
Entering the U.S. market is a corporate, tax, and reporting decision at once, whether a foreign owner builds a company or buys one. We choose the entity type and the state of formation; we structure ownership and capitalization for the cross-border tax picture; we set up the reporting that foreign-owned U.S. companies must keep; we run the acquisition when the entry is by purchase; and we coordinate the whole thing with the owner's visa and tax planning.
Choosing the entity and the state
The first questions are what kind of entity and where to form it. A foreign owner can use an LLC, a C corporation, or in some cases a branch, and each carries different U.S. tax treatment, liability, and reporting. Washington companies are formed under the LLC Act, RCW 25.15, or the Business Corporation Act, RCW 23B, while many investors choose Delaware for its corporate law. We weigh the trade-offs, including how the choice interacts with an investor visa like E-2 or L-1, and form the entity correctly the first time.
Ownership, capitalization, and tax structure
How a foreign parent holds and funds the U.S. company drives its tax bill. The choice between equity and intercompany debt, the use of a holding company, and whether profits are repatriated as dividends or otherwise all matter, and a U.S. corporation owned by a foreign parent can face the branch profits tax under IRC §884 and withholding on dividends and interest under IRC §1442. Transfer pricing rules under IRC §482 govern dealings between the U.S. company and its foreign affiliates. We structure the capitalization with these rules in view, coordinating with the client's tax advisors.
Federal reporting for foreign-owned companies
Foreign ownership triggers reporting that domestic companies do not face. A U.S. corporation that is 25 percent foreign-owned, and a foreign-owned U.S. disregarded entity such as a single-member LLC, must file Form 5472 with the IRS to report transactions with related foreign parties, under IRC §6038A, and the penalties for missing it are substantial. We set up the reporting from formation and keep it running, so a foreign-owned company does not accumulate penalties on a form many owners do not know exists.
Running the acquisition
When the entry is by purchase rather than formation, we run the deal. That means choosing between an asset purchase and a stock or equity purchase, conducting due diligence, negotiating the purchase agreement with its representations, warranties, and indemnities, and closing. Cross-border deals add layers: foreign-buyer tax structuring, currency and funds-flow, and the national-security review that can apply to foreign acquisitions. For that review, see CFIUS Review and National Security Filings.
Coordinating tax, immigration, and the deal
The pieces have to fit. The entity structure affects the investor's visa, the visa timeline affects the closing, and the tax structure affects them both. A treaty between the United States and the investor's home country can reduce withholding and change the analysis. We coordinate the corporate formation or acquisition with the tax plan and the immigration strategy, so the company that gets built or bought actually serves the family's larger move into the United States.
More than forty years forming companies and running deals for foreign owners entering the Pacific Northwest. We handle the corporate work alongside the tax, reporting, and immigration that a cross-border entry always carries.
Corporate, tax, and immigration together.
A U.S. entry touches all three at once. We form the company or run the deal while coordinating the tax structure and the investor visa, so the parts are built to fit rather than reconciled later.
We set up the reporting from day one.
Foreign-owned companies carry filings like Form 5472 that domestic ones do not. We put the compliance in place at formation, before a missed form turns into a penalty.
Built for the cross-border deal.
A foreign buyer faces tax structuring, funds-flow, and national-security questions a domestic buyer does not. We run the acquisition with those layers handled, not discovered at closing.
The attorneys behindthe work.
Our business and corporate attorneys handle this work alongside our litigation team, so you have coverage whether your matter stays transactional or becomes something more.
What clientsask us first.
Should I form an LLC or a corporation?
It depends on your goals and your tax position at home. An LLC is flexible and often simpler, but for a foreign corporate parent a C corporation can be cleaner, and the branch profits tax and withholding rules push the analysis. The right answer also depends on your visa plan. We model the options before forming anything.
Which state should I form in, Washington or Delaware?
Both are common. If your business and people are in the Pacific Northwest, a Washington entity is often simplest and avoids registering as a foreign entity here. Delaware is favored for its established corporate law, especially when outside investors are expected. We weigh the cost, the law, and where you will actually operate.
What is Form 5472 and do I need it?
Form 5472 is an IRS information return that a U.S. company which is at least 25 percent foreign-owned, or a foreign-owned single-member LLC, must file to report dealings with related foreign parties. Many foreign owners do not know it exists, and the penalties for missing it are steep. If your U.S. company has foreign ownership, you very likely need it, and we set it up.
Do you handle the acquisition, not just the formation?
Yes. We represent foreign buyers acquiring U.S. businesses, from choosing an asset or stock deal through due diligence, the purchase agreement, and closing. We coordinate the tax structuring and, where a deal touches a sensitive sector, the national-security review covered in our CFIUS service.
How does this connect to my visa?
Closely. The entity you form can support an E-2 or L-1 visa, and the visa requirements can shape how you structure and capitalize the company. Building the corporate structure and the immigration plan together avoids a company that works on paper but does not support the visa. We handle both.
Recentarticles.
Tell us whether you are forming a company or acquiring one, and where the parent sits. A foreign investment attorney will follow up within one business day, and the first conversation is confidential.
Oseran Hahn P.S. · 11225 SE 6th St, Suite 100 · Bellevue, WA 98004
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