Most New Zealand founders ask how to set up a US entity before they ask whether they need one yet. That order costs money. The entity is the easy part. The decisions the entity locks in are the expensive part. Here is what actually matters when you incorporate in the US from New Zealand, and the one tax structure that quietly creates a double-tax problem for NZ owners.
Selling into the US does not always require a US company. If you are shipping product to US customers or invoicing US clients from your NZ company, you can often start without incorporating. You take on US sales tax obligations once you cross economic nexus thresholds in a given state (commonly US$100,000 in sales or 200 transactions), but that is a registration, not a company.
You need a US entity when you are hiring US staff on US payroll, signing US commercial leases, raising from US investors who require it, or when a large US customer will only contract with a US-domiciled supplier. If none of those are true this quarter, incorporating early just adds annual filing costs and tax complexity before you have revenue to justify them.
If US venture capital is part of the plan, you set up a Delaware C-corporation. US VCs will not invest in an LLC or an NZ company. They expect Delaware stock, a familiar cap table, and standard governance. A C-corp is taxed at the corporate level (21% federal plus state), and that is a known cost VCs accept in exchange for the structure they can underwrite.
The common NZ setup is a Delaware C-corp owned by the NZ parent company, or a flip where the NZ company becomes a subsidiary of a new US Delaware parent. The flip has real NZ tax consequences and should never be done without a cross-border accountant. Get the timing wrong and you trigger NZ tax on unrealised gains in your own company.
An LLC looks simpler and cheaper, and for a US person it often is. For a New Zealand owner it can create a tax mismatch.
The US treats a single-member LLC as a pass-through: the income flows to you personally and you file a US return. New Zealand's Inland Revenue generally treats a US LLC as a company. So the same income can be taxed as personal income in one country and company income in the other, and the foreign tax credits do not line up cleanly. The result is tax paid twice on the same dollars, with no clean way to claim it back.
This is one of the most common and most avoidable structuring mistakes I see. If you are a NZ resident owning a US LLC directly, get advice before you file anything.
Once you have chosen the structure, the mechanics are quick:
Budget US$2,000 to US$5,000 in setup and 4 to 8 weeks, mostly waiting on the EIN and bank account.
The entity is the easy part. What commits you is the structure it locks in: where profit sits, how you are taxed across two countries, and whether the shape still works when a US investor or acquirer looks at it in 3 years. Kiki set up and operated in New York for 19 months before discovering its service was effectively illegal there from day one, and paid US$152,000 in fines on US$100,000 of revenue. The company existed. The homework didn't.
Answer the structural questions before you file, not after.
FREQUENTLY ASKED
Do I need a US entity to sell to US customers?
Not always. You can often invoice or ship from your NZ company until you hire US staff, sign US leases, or raise from US investors who require a Delaware corporation. You do take on US sales tax registration once you cross a state's economic nexus threshold.
Delaware C-corp or LLC for a New Zealand founder?
If US venture capital is in the plan, Delaware C-corp. If you are a NZ resident considering an LLC, get cross-border tax advice first, because a US LLC owned directly by a NZ resident can be taxed as pass-through income in the US and as company income in NZ, creating double taxation.
How long does US incorporation take from New Zealand?
Usually 4 to 8 weeks, with the EIN and US bank account being the slow steps for foreign founders.
This page is general information, not tax or legal advice. US entity and cross-border tax decisions should be confirmed with a qualified US and NZ cross-border accountant.
BEFORE YOU INCORPORATE
The US Market Entry Diagnostic (US$10,000) identifies the structural issue most likely to cost you: entity structure, tax exposure, pricing, or channel. You leave with a named finding and a direct answer on whether to proceed, delay, or redesign.
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