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§01Incorporation Architecture

The structure is the strategy. Everything else follows.

Wyoming LLC, Delaware C-Corp, foreign parent multi-tier, or U.S. blocker — the right structure depends on residency, capital plan, treaty position, and exit shape. We design all four. Then we maintain them.

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Read Architecture Dossiers

Four canonical structures.

The choice is rarely between “LLC or C-Corp”. The choice is between the structure chosen for what it will owe, and the one chosen for how fast it opened.

STRUCT.01

Wyoming LLC

Pass-through. Low-disclosure. Plain.

For solo founders and bootstrapped operators. Wyoming's formation filings do not call for a list of members, so member identity is generally not part of the state filing record — which says nothing about federal reporting under the Corporate Transparency Act, litigation discovery, or bank and processor KYC. What a state statute does and does not shield is a question for your attorney. Pass-through taxation, low franchise tax, and minimal annual maintenance.
Fits
  • ✓ Solo non-resident founders
  • ✓ Bootstrapped SaaS
  • ✓ IP holding for personal brands
Avoid
  • ✕ Equity-financed startups
  • ✕ Multi-class cap tables
  • ✕ Inbound venture capital
STRUCT.02

Delaware C-Corp

Capital formation. Treaty integration. Audit-ready.

For founders pursuing venture capital, multi-class equity, or eventual IPO. The C-Corp pairs cleanly with treaty residency claims, the tax break that can apply when founders sell their shares later, and stock option pools.
Fits
  • ✓ Venture-backed startups
  • ✓ Inbound foreign capital
  • ✓ Equity option pools
Avoid
  • ✕ Single-founder consultancies
  • ✕ Pure pass-through tax preference
STRUCT.03

Foreign Parent + U.S. Subsidiary

Multi-tier. Treaty-aware. Audit-defensible.

For founders with non-U.S. holding entities — Dutch BV, UAE Mainland LLC, Singapore Pte Ltd. The foreign parent owns a U.S. operating company, with transfer pricing governing the relationship.
Fits
  • ✓ Pre-existing foreign holding
  • ✓ IP-rich businesses
  • ✓ Multi-market operations
Avoid
  • ✕ Sub-$1M ARR companies
  • ✕ Single-market founders
STRUCT.04

U.S. Blocker Corporation

Isolate exposure. Quarantine ECI.

For investors, family offices, and funds wanting U.S. investment exposure without flow-through ECI. The blocker absorbs the ECI at the corporate level and distributes to foreign owners as dividends, withheld at the rate the applicable treaty and the owner's facts produce.
Fits
  • ✓ PE / VC funds
  • ✓ Family offices
  • ✓ Real estate investors
Avoid
  • ✕ Active operating businesses
  • ✕ Single founders
§01·bReference Schematic

How a multi-tier stack isolates exposure.

A foreign parent owns a U.S. blocker corporation, which absorbs Effectively Connected Income at the corporate level and distributes dividends upward, withheld at the rate the applicable treaty produces on the parent's facts. The operating company and IP holding sit below, governed by transfer pricing.

FOREIGN PARENTUAE · NL · SG · IEU.S. BLOCKER CORPHOLDS U.S. BUSINESS INCOMEU.S. OPERATING CODELAWARE C-CORPIP HOLDINGGROUP LICENSE▲ TREATY-PROTECTED DIVIDENDS▲ TRANSFER PRICING
§02Transition Audit

Graduating from Stripe Atlas or Firstbase?

Automation platforms are excellent at incorporating an LLC in 48 hours. They are uniformly poor at every downstream tax, treaty, and compliance obligation that follows. The gap tends to surface at year-end, sometimes two years late, sometimes after an IRS notice.

The Transition Audit is a one-engagement remediation. It works through the gaps the platforms leave open.

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  1. 01Form 5472 + Pro-Forma 1120 filing for prior cycles
  2. 02EIN ownership transfer from automation platform to founder control
  3. 03W-8BEN-E re-execution for every active processor and customer
  4. 04Operating agreement checked with your attorney so the prices you charge between your own companies hold up
  5. 05Treaty residency certificate procurement
  6. 06Bank reverification under the new governance documents
  7. 07Cap table cleanup — undocumented SAFEs and notes papered with your attorney
  8. 08Compliance calendar with FinCEN, IRS, and state cadences
§03Architecture Dossiers

Deep reads.

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Incorporation Architecture

The Wyoming LLC vs. Delaware C-Corp Blueprint

Decoupling structural options for non-U.S. resident operators. When the LLC wins on privacy and pass-through. When the C-Corp wins on capital formation and treaty integration.

Incorporation Architecture

The Disregarded Entity Hazard: The $25,000 Form 5472 Trap

How foreign founders mistakenly trigger the $25,000 IRS penalty by omitting Form 5472. The Treasury §1.6038A-1 mechanics, what counts as a reportable transaction, and the remediation timeline.

Incorporation Architecture

Stripe Atlas / Firstbase Aftermath: When the Automation Stops

Transitioning from automated incorporation platforms to institutional cross-border structure. The eight downstream failures Stripe Atlas and Firstbase cannot resolve.

Incorporation Architecture

Anatomy of a U.S. Blocker Corporation

How international holding groups isolate U.S. tax exposure through blocker entities. Effectively connected income shields, branch profits tax minimization, and exit planning.