Brazilian Tech Founder in the U.S.: Step by Step 2026

A Brazilian tech founder who wants to operate in the U.S. usually opens a Delaware C-Corp, gets an EIN, transfers the intellectual property to the company, chooses how to raise funds and keeps up with the obligations in both countries. This text is a generic roadmap, not an account of a real case.

Does this page describe a real Brazilian founder case?

No. There is no client, amount raised, timeline or result here. What follows is a step-by-step of the decisions almost every Brazilian founder faces, with an official source for each rule cited. When the answer depends on a contract, a U.S. state or your situation, the text says "consult" and points to the source, without estimating.

When does it make sense to open a Delaware C-Corp?

It makes sense when the plan includes raising capital from professional investors, giving equity to employees or selling the company to a U.S. buyer. These investors usually expect a corporation with shares, and Delaware is a frequent state of incorporation in that scenario. If you will only provide services and do not plan to raise funds, an LLC may be simpler. The comparison is in LLC in Wyoming or Delaware and the setup roadmap is in Delaware LLC for Brazilians. See also the Delaware jurisdiction page. The final choice should go through a U.S. lawyer.

What are the steps to structure the company?

The order below is the most common. Each step has a question that only your lawyer and your accountant can answer with the documents in hand.

1. •Define the plan: will you raise from investors, have employees with shares or just invoice? The answer decides between a C-Corp and an LLC.
2. •Incorporate the company in Delaware and appoint a registered agent, who receives official notices in the state.
3. •Get the EIN, the company's number with the U.S. tax authority (IRS).
4. •Sign the intellectual property assignment, so that the code, brand and data created by the founder belong to the company.
5. •Issue the founders' shares and, if there is vesting, evaluate the election provided in section 83(b) of the Internal Revenue Code, the U.S. tax code.
6. •Open the company's bank account and separate personal finances from corporate ones.
7. •Record what must be reported in Brazil and in the U.S., according to the table further below.

For the corporate side, see the corporate structures service and, for the account, offshore banking.

How do I get an EIN while living outside the U.S.?

The EIN is the company's identification number with the IRS. The official IRS page says the online application cannot be used when the principal place of business is outside the U.S. In that case, the request is made by phone, fax or mail. The forms and instructions change, so check the IRS page on the EIN before applying.

Why does the intellectual property assignment matter?

As long as there is no written contract, what you developed before the company existed remains yours. The investor wants to see that the software and the brand belong to the company, and this check usually appears in the legal review of the round. The assignment should be drafted by a lawyer, because the text varies according to what was created, when and with which tools. The same applies to those who developed the product as a freelancer or at another company: check the earlier contract before assigning anything.

How does fundraising with a SAFE work?

A SAFE is a contract in which the investor puts in money now and receives shares in a future round. Y Combinator, the organization that created the model, describes it as a simple agreement that lets the investor fund the startup today for shares tomorrow, and publishes the SAFE templates for reference. Commercial terms, such as the valuation cap and the discount, are negotiated case by case, and there are no "standard" values that apply to every round. Before signing, read the exact template the investor proposes and ask your lawyer to explain the effect on your ownership.

What is the 83(b) election and what is the deadline?

When shares are transferred to the founder in exchange for services and are subject to vesting, the general rule is that U.S. tax applies when the shares are no longer subject to that risk. Section 83(b) allows you to choose to recognize the income already on the date of the transfer. The text of the law is direct about the deadline: the election must be made no later than 30 days after the date of the transfer, and it can be revoked only with the consent of the Secretary of the Treasury. Read the provision at 26 U.S.C. § 83 and confirm with a U.S. tax lawyer whether the election applies to your case. Since the deadline comes from the law itself, it is worth marking the share issuance date on your calendar from day one.

Which visa can the founder use to work in the U.S.?

Owning a U.S. company does not, by itself, grant work authorization or residence. One of the possible categories is the O-1 visa, which USCIS describes for those who demonstrate extraordinary ability, shown by sustained national or international recognition, and come temporarily to work in their field. Other categories exist and depend on nationality, investment and profile. See the USCIS page on the O-1 and consult an immigration lawyer. If the idea is to invest in order to obtain residence, see the comparison on the EB-5 visa.

What obligations does the Brazilian founder keep in Brazil and in the U.S.?

Opening the company in the U.S. does not take a founder who is resident in Brazil out of the reach of Brazil's Federal Revenue Service (Receita Federal) or the Central Bank of Brazil. The table summarizes the most discussed obligations and the source for each.

There is an exception to Form 5472: the corporation does not have to file it if it has no reportable transactions in the year, according to the same instructions. Law 14,754, in turn, treats as controlled an entity in which the individual has preponderance in decisions or more than 50% of the capital, alone or with related persons (art. 5, § 1). A founder who has been diluted over several rounds needs to recalculate that percentage with each change in ownership.

How do I declare the stake in the U.S. company in Brazil?

The stake in the U.S. company is an asset abroad and goes on the return of the Brazilian resident. The filling-out roadmap and the consequences of omitting it are in how to declare an offshore company on your income tax return. To decide when and how to distribute profits, the starting point is tax planning done with a Brazilian accountant and a U.S. lawyer working together, and the routine of filings is handled by the compliance team.