North America Express Playbook

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Express does not mean simple

The United States and Canada are the markets where formation is fastest and language is rarely a barrier. That speed can create a false sense of simplicity. The complexity moves downstream, into state and provincial taxes, payroll registrations and sector rules. The Express playbook is designed to capture the speed while front-loading those checks.

Which market first

Most international scaleups start in the United States because of market size and investor familiarity, then add Canada when customers require a local presence or when a cost-effective hiring base is attractive. Canada can also work as a first step when your team wants a time-zone-friendly, English and French environment before committing to the US.

1. Days 1-15: choose the US entity and state of formation, appoint a registered agent, obtain a federal tax identifier and prepare any foreign qualification in the states where you will operate.
2. Days 16-45: open a US bank account, set up ACH and card acceptance, and decide how intercompany funding will work.
3. Days 46-90: register for state payroll accounts, review sales tax exposure and start commercial activity. Decide whether to add a Canadian corporation or branch.

Entity, EoR or distributor

For venture-style growth, a Delaware C-corporation is the common default. An LLC can suit a smaller, tax-transparent structure but may complicate equity plans and investor rounds. Taxes apply at both federal level (currently a 21% headline corporate rate) and at state level, with big variation. In Canada, a federal corporation or provincial corporation is typical, with combined federal and provincial rates that vary by province.

An Employer of Record is often the fastest way to hire in several states without registering for payroll and benefits in each. This matters in the US, where each state has its own withholding, unemployment insurance and leave rules. It also helps in Canada, where provinces regulate employment standards and Quebec has additional language requirements.

A distributor or reseller is less common for software but useful for physical products, especially where retail or regulated channels dominate.

Payments and banking

US businesses use ACH for low-cost domestic transfers, wires for large or urgent payments and cards for e-commerce. Canadian customers frequently use electronic funds transfer, and Interac e-Transfer is widely used for domestic payments. Offering local currency pricing and local settlement reduces friction and FX cost.

US bank accounts for foreign-owned companies usually need a federal tax identifier, formation documents and beneficial ownership information. Fintech providers can speed up setup, but they differ on limits and supported countries, so check eligibility carefully.

Regulatory watch-outs

• Sales tax nexus: since the 2018 Wayfair decision in the US, economic nexus rules mean that sales above state thresholds can require registration even without a physical presence. Rules vary by state and by product type.
• Canadian GST/HST and PST: registration thresholds apply, and provincial rules differ. Non-resident digital sellers may have specific obligations.
• Payroll and contractors: misclassification risk is real in both countries.
• Privacy: state laws such as California's, plus Canada's federal and provincial privacy laws, create overlapping duties.
• Immigration: work authorisation for relocating staff is a separate, often slow process.
• Transfer pricing: charges between your home entity and the North American entity must be documented.

Illustrative example

Illustrative example: a Dublin-based cybersecurity scaleup forms a Delaware C-corp, opens a US account and hires four remote staff across three states through an EoR. A sales tax review shows economic nexus in two states, and it registers there before its next invoicing cycle. After a Canadian bank becomes a customer and requests local contracting, the company sets up a Canadian corporation and enables EFT collection. The sequencing avoids surprise tax liabilities while keeping the pipeline moving.

Common mistakes to avoid

• Forming in the wrong state: Delaware is common for investors, but you may still need to qualify to do business in the state where you actually operate.
• Ignoring state payroll registrations: remote employees create obligations where they live, not where your entity sits.
• Late sales tax work: back-registration and back-payment is far more painful than early compliance.
• Mixing personal and company funds: keep clean books from the first dollar to support audits and funding rounds.

Revisit entity choice as you raise capital, add states and approach profitability.

Next steps

Book a free briefing call via [email protected], or send a cohort application to [email protected]. We scope your route, sequence the 90-day plan and coordinate the independent, licensed local providers you contract with. Pricing is quoted per scope after the call.