Tips To Make Establishment Of A US Liaison Office Easy

Marketing Mirr Asia
Mar 5
4 min read

Updated: Nov 6

Establishing a presence in the United States is a strategic way for foreign companies to research the market, build relationships, and prepare for future expansion — without immediately conducting commercial or revenue-generating activity.

While many jurisdictions recognize the term “liaison office” or “representative office,” the United States does not have a specific legal structure by that name.Instead, a foreign company can either:

Register its existing company to do business in a U.S. state (known as foreign qualification), or
Form a new U.S. entity such as an LLC or corporation.

Each U.S. state has its own registration procedures and compliance rules. For example, the New York Department of State – Foreign Business Corporations outlines the documents required to qualify a foreign company to operate legally in New York.

Understanding the Role of a Representative Presence

A U.S. representative or liaison office typically serves as a non-commercial extension of the parent company, carrying out activities such as:

Market research and feasibility studies
Brand representation at trade shows or events
Establishing relationships with local partners
Facilitating communication between U.S. contacts and the parent company

Such a presence cannot directly sell, sign contracts, or earn income in the United States. All operational expenses are paid by the parent company. This structure helps businesses gain insight into U.S. market dynamics, regulatory frameworks, and customer behavior before establishing a full commercial entity.

Step-by-Step: Setting Up a U.S. Presence

1. Define Objectives and Scope

Clarify the purpose of your U.S. operations — market exploration, partnership development, or research — and determine whether these activities may qualify as “doing business” under state law. Activities like holding meetings may not trigger registration, but hiring staff or signing contracts generally will.

2. Choose the Appropriate State

Select a state that best fits your strategic goals and industry:

Delaware – flexible corporate laws and efficient filings
New York – proximity to finance and professional services sectors
California – innovation and technology hub
Wyoming – simplified compliance and low maintenance

Each state has unique filing fees, reporting timelines, and registered-agent requirements. Check the official Secretary of State website before proceeding (reference link 1).

3. Register Your Foreign Company (Foreign Qualification)

To legally maintain a presence, submit the following to the chosen state:

Application for Authority (state-specific form)
Certificate of Existence / Good Standing from your home country
Appointment of a registered agent within the state
Business address and authorized signatory information

Unlike other countries, U.S. states generally do not require “letters of intent” or “board resolutions” as part of public filings.

If you need professional guidance through this process, Mirr Asia provides full support for USA company formation.

4. Obtain an Employer Identification Number (EIN)

Once your company is registered or incorporated, apply for an EIN with the U.S. Internal Revenue Service (IRS) — it’s free and required for most compliance activities, including:

Opening a U.S. bank account
Hiring employees (if needed)
Filing state or federal returns as applicable

Detailed instructions are available on the IRS – Employer Identification Number (EIN) page.

5. Open a U.S. Bank Account

Most banks require proof of state registration, EIN confirmation, identification for authorized signers, and a U.S. business address. Banks generally do not open corporate accounts for unregistered foreign “liaison offices,” so registration is a practical prerequisite.

6. Meet Federal and State Compliance Requirements

a) State Reports and Renewals: Most states require annual or biennial reports to confirm company details and keep the registration active. Review deadlines on your chosen state’s official website.

b) Beneficial Ownership Information (BOI) Reporting: Under the Corporate Transparency Act (CTA), certain companies must report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN).As of 2025, domestic (U.S.) entities are temporarily exempt under the amended interim rule, but foreign entities registered to do business in the U.S. may still be required to file. For up-to-date requirements and the secure filing portal, visit FinCEN – Beneficial Ownership Information Reporting.

c) Tax and Employment Compliance: If you hire local staff or rent premises, you may incur state payroll or occupancy obligations even if your U.S. presence generates no direct income.

7. Immigration Note (If Posting Staff)

Short-term business visits for meetings or negotiations can often be conducted under a B-1 visa, while executive or managerial transfers to set up a “new office” typically use the L-1A visa. Plan visa strategy in advance to remain compliant with U.S. immigration law.

8. Establish Your Office Address

A professional address adds credibility. Options include co-working facilities, serviced offices, or virtual offices for mail and representation purposes.

When to Form a Full U.S. Subsidiary

If your activities progress to signing contracts, invoicing, or hiring on a long-term basis, forming a U.S. LLC or corporation is advisable. This structure provides clear separation between the parent company and U.S. operations, simplifies tax filings, and strengthens local credibility.