Americas · 🇺🇸

United States

The deepest capital market in the world and the default venue for venture, growth, and M&A, anchored by Delaware's Court of Chancery, U.S. dollar payment rails, and rule-of-law protections that draw both founders and international families.

Legal systemFederal common law · 50 states · U.S. Supreme Court RegulatorsSEC · CFTC · FinCEN · IRS · state agencies Lead situsDelaware · Wyoming · Nevada · Texas

United States at a glance

Legal system
Federal common law system; 50 state jurisdictions plus federal courts; U.S. Supreme Court as final appeal
Regulator
Securities and Exchange Commission (SEC), FinCEN, IRS, CFTC, and state regulators (e.g. Delaware Division of Corporations)
Company formation
Common vehicles include the Delaware General Corporation Law (DGCL) C-corporation (standard for venture and IPO-track companies), the Delaware LLC and series LLC under the Delaware LLC Act, and state-law limited partnerships for funds.
Trust regime
U.S. trust law is state-specific; South Dakota, Nevada, Delaware, and Alaska are leading domestic trust situses offering perpetual (dynasty) trusts, strong directed-trust statutes, and self-settled asset-protection trusts (DAPTs).
Funds
Private funds typically use a Delaware LP or LLC structure with a manager relying on Investment Advisers Act exemptions (e.g. the private-fund adviser or venture-capital adviser exemptions); offerings rely on Regulation D and Section 3(c)(1)/3(c)(7) of the Investment Company Act.
Tax posture
The U.S. taxes citizens and residents on worldwide income; corporations face a 21% federal rate plus state taxes. Inbound investors must manage withholding, FIRPTA on U.S. real property, branch-profits tax, and treaty positions under an extensive treaty network. The U.S. does not participate in CRS, which shapes its use in international structuring.
Region
Americas · Corporate · Litigation
How we act
Coordination by Hart David Carson LLP; local law advice by locally admitted counsel.

The United States remains the deepest capital market on earth and the default venue for venture and growth investment, mergers and acquisitions, and the resolution of high-value disputes. It is the place a company goes when the next round, the next acquirer, or the next exit is the point of the structure.

Delaware sits at the center of that gravity. Through the Court of Chancery, a dedicated non-jury business court, the state has accumulated over a century of corporate case law, giving directors, sponsors, and counsel an unusually clear read on how a given decision will be tested. That predictability, paired with the General Corporation Law and a modern LLC Act, is why holding companies, venture-backed startups, and joint ventures so reliably incorporate there. For operating footprints, founders and families also reach for Wyoming, Nevada, and Texas, weighing privacy, cost, and the absence of state income tax against where the business actually runs.

There is a second, quieter reason international clients look to the United States. It is one of the few major economies that does not participate in the OECD Common Reporting Standard, exchanging financial-account information bilaterally and through FATCA rather than under CRS. Set against strong rule-of-law and creditor protections, that posture shapes how many cross-border families and operating groups think about U.S. situs. None of it displaces U.S. tax, any Corporate Transparency Act reporting that still applies, or a client's own home-country obligations. The value is certainty, and the rules, while demanding, are known.

What we coordinate in the United States

Entity formation, trusts, banking, private funds, regulatory engagement, and tax posture, handled within the firm's admitted bars and, where state-specific advice is required, alongside state-admitted counsel.
01

Company & Entity Formation

We match the entity to where the company is headed; the form is the first thing an investor checks. The Delaware General Corporation Law (DGCL) C-corporation is the standard for venture and IPO-track companies. The Delaware LLC and series LLC under the LLC Act carry holding and operating structures, and state-law limited partnerships serve funds and joint ventures.

  • Formation runs from same-day to a few business days through a registered agent of record
  • Ongoing obligations include Delaware franchise tax and a maintained registered agent
  • Wyoming, Nevada and Texas used for privacy, lower cost or no state income tax
02

Trusts & Foundations

We start with situs, since U.S. trust law is state-specific and the state decides what the instrument can do. South Dakota and Nevada lead the field, with Delaware and Alaska close behind. Each offers perpetual (dynasty) trusts, strong directed-trust statutes and self-settled domestic asset-protection trusts (DAPTs). A trustee in that state anchors the situs; counsel admitted there drafts the instrument.

  • Dynasty trusts for multi-generational succession, privacy and creditor planning
  • Directed-trust statutes separating investment, distribution and administrative roles
  • Subject to fraudulent-transfer and choice-of-law limits; drafting by state-admitted counsel
03

Banking & Accounts

Account opening is subject to rigorous Customer Identification Program (CIP), KYC and beneficial-ownership diligence under the Bank Secrecy Act, with enhanced review for foreign-controlled entities.

  • USD payment rails through Fedwire, ACH, and SWIFT for domestic and cross-border flows
  • Non-CRS posture, but bilateral exchange and FATCA enforcement on U.S. persons' foreign accounts
  • Correspondent and account introductions coordinated; the banking decision rests with the institution
04

Private Funds

We build the fund around the manager's regulatory position, because the adviser exemption chosen caps assets or limits strategy. The fund itself is typically a Delaware LP or LLC. The manager most often relies on the Investment Advisers Act private-fund-adviser or venture-capital-adviser exemption, a choice settled before the first close.

  • Offerings under Regulation D and Section 3(c)(1) or 3(c)(7) of the Investment Company Act
  • Registered, retail products fall under the 1940 Act and full SEC oversight
  • Fund terms, GP/LP architecture and adviser registration confirmed with securities counsel
05

Regulatory & Licensing

Securities offerings engage the Securities Act of 1933 and Exchange Act of 1934 under SEC jurisdiction, while commodities and derivatives fall to the CFTC; the Corporate Transparency Act requires beneficial-ownership reporting to FinCEN only from foreign reporting companies, after FinCEN's March 2025 interim rule exempted domestic entities.

  • CFIUS foreign-investment review for in-scope inbound transactions
  • OFAC sanctions screening and state money-transmitter licensing where applicable
  • Matters before the SEC, the CFTC and the IRS conducted within the firm's admitted bars
06

Tax & Treaty Posture

We model tax with the entity choice, since classification and treaty residence set the withholding an inbound structure bears. The United States taxes citizens and residents on worldwide income; corporations pay a 21% federal rate plus state taxes. Inbound investors manage withholding and treaty positions under an extensive treaty network, so the holding chain is drawn around the treaty.

  • FIRPTA on U.S. real property interests and branch-profits tax for inbound structures
  • Treaty planning across a deep network of bilateral income-tax treaties
  • Non-CRS posture shapes international use; home-country tax treatment is a separate question
On the ground

Government affairs &
facilitators, coordinated.

Federal and state regulatory engagement, government-affairs work, and lobbying are well developed and lawful in the United States when properly registered under the Lobbying Disclosure Act and, where applicable, FARA. Matters routinely require coordination across the SEC, the IRS, state secretaries of state, and sector regulators. As a U.S. firm based in Chicago, Hart David Carson engages directly on these matters within its admitted bars and maintains an established facilitation and partner network of registered agents, fund administrators, and tax counsel, engaging attorneys admitted in the relevant state or federal bar wherever local advice is required.

Registered agents & corporate-services providers across formation states Fund administrators, fiduciaries & tax counsel U.S. dollar banking introductions & relationship onboarding SEC, CFTC, FinCEN, IRS & state-regulator engagement, with admitted counsel
Discuss a U.S. matter →
How we coordinate a matter here

One partner,
the whole stack.

Hart David Carson can coordinate U.S. entity formation, fund structuring, and cross-border transactions through the firm and its partner network. We scope the structure against the commercial objective and your home-country position, then sequence formation, fund registration, and banking introductions from the first filing to the open account. As a U.S. firm we work directly on corporate, capital, and tax matters within our admitted bars. Where a matter turns on state-law or regulatory questions outside those admissions, we engage locally admitted counsel to render that advice. You hold one point of contact at the firm throughout.

Scope the structure against the objective and home-country position Assemble registered agent, administrator, fiduciary and banking partners Project-manage formation, fund registration and introductions end to end State-law and regulatory advice by locally admitted counsel
Start with a partner →

Prepared by Hart David Carson LLP · Reviewed by Jonathan D. Herpy, Sr. · Last updated October 2026 · Educational overview · Not legal advice · Local law advice comes from locally admitted counsel.

Frequently asked

Common questions on structuring in the United States.
Why is Delaware the default choice for U.S. holding companies and startups?

Delaware combines a flexible corporate statute, the General Corporation Law and the LLC Act, with the Court of Chancery, a dedicated business court whose century-deep body of case law makes outcomes unusually predictable. That certainty is why venture and IPO-track companies, joint ventures, and holding structures so often incorporate there. Wyoming, Nevada, and Texas are also used for privacy, lower cost, or the absence of state income tax, and the right state is confirmed with state-admitted counsel against the commercial objective.

Is the United States really a non-CRS jurisdiction, and what does that mean for structuring?

Yes, in the narrow sense that it does not participate in the OECD Common Reporting Standard. It exchanges financial-account information bilaterally and enforces FATCA on U.S. persons' foreign accounts instead. That posture, with strong rule-of-law protections, is one reason international families and operating groups consider U.S. situs. It is not an exemption from reporting: U.S. tax filings, Corporate Transparency Act beneficial-ownership reporting and home-country duties continue, and the bank runs full diligence. Home-jurisdiction counsel advise on the home-country duties.

Which U.S. states are leading domestic trust jurisdictions?

South Dakota and Nevada, with Delaware and Alaska close behind. Each offers perpetual or very long-duration dynasty trusts, directed-trust statutes separating investment and distribution roles, and self-settled asset-protection trusts (DAPTs). They serve multi-generational succession, privacy and creditor planning, subject to fraudulent-transfer law and choice-of-law limits. A DAPT is funded early, since limitation periods run from the transfer, and the situs needs a qualified trustee in that state. Drafting and formal advice come from counsel admitted in that state.

What are the principal U.S. regulators a cross-border matter may engage?

Usually several. Securities offerings sit with the Securities and Exchange Commission under the Securities Act of 1933 and Exchange Act of 1934. The Commodity Futures Trading Commission covers commodities and derivatives, FinCEN receives Corporate Transparency Act beneficial-ownership reports, and the IRS covers tax. Cross-border matters often add CFIUS foreign-investment review, OFAC sanctions screening and state money-transmitter licensing; CFIUS timing can set a closing date. The firm has represented clients in matters before the SEC, the CFTC, and the IRS.

How are U.S. private funds typically structured?

As a Delaware limited partnership or LLC, with the manager relying on an Investment Advisers Act exemption such as the private-fund-adviser or venture-capital-adviser exemption, rather than registering. Offerings rely on Regulation D and Section 3(c)(1) or 3(c)(7) of the Investment Company Act; the section chosen caps investor numbers or requires qualified purchasers. Registered, retail products fall under the 1940 Act and full SEC oversight. Fund terms and adviser registration are confirmed with securities counsel admitted in the relevant jurisdiction.

How does Hart David Carson work on a U.S. matter, and where does local counsel fit?

Hart David Carson is a U.S. firm based in Chicago and works directly on U.S. corporate, capital, and tax matters within its admitted bars. Where a matter turns on state-law or regulatory questions outside those admissions, the firm coordinates a facilitation and partner network of registered agents, fund administrators, and tax counsel, engaging attorneys admitted in the relevant state or federal bar to render that advice. You keep one partner as your point of contact at the firm.

The structuring toolkit we bring

The firm-side capabilities most often deployed into United States work. One partner coordinates U.S. counsel and locally admitted advisers for each of them.

Cross-border corporate counsel

In the United States, common vehicles include the Delaware General Corporation Law (DGCL) C-corporation (standard for venture and IPO-track companies), the Delaware LLC and series LLC under the Delaware LLC Act, and state-law limited partnerships for funds.

Cross-border corporate counsel →

International litigation

The United States remains the deepest capital market and the default venue for venture and growth investment, M&A, and dispute resolution.

International litigation →

International tax

In the United States, the U.S. taxes citizens and residents on worldwide income; corporations face a 21% federal rate plus state taxes.

International tax →

International corporate structuring

In the United States, formation is same-day to a few days via a registered agent; ongoing obligations include franchise tax and a registered agent of record.

International corporate structuring →

Related jurisdictions

Structuring jurisdictions across the Americas region frequently used alongside a U.S. platform.

Cayman Islands

The dominant domicile for offshore investment funds and cross-border SPVs, with tax neutrality, creditor-tested case law, and institutional-scale professional infrastructure.

Explore →

British Virgin Islands

The most widely used jurisdiction for holding and special-purpose vehicles, fast, flexible, and well-litigated under the BVI Business Companies Act.

Explore →

Bermuda

The principal domicile for insurance, reinsurance, and captives, with Solvency II equivalence and a respected home for listed holding companies and large funds.

Explore →

Bahamas

A long-established private-wealth and fund jurisdiction with deep fiduciary expertise, resident private banking and modern wealth-structuring legislation.

Explore →

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Structuring in the United States?

One partner is accountable for the whole matter, and you have that partner's direct line. We work directly within our admitted bars, coordinate state-law pieces with locally admitted counsel, and you keep one line back to the firm.