Starting a business in United States: foreigner's guide (2026)

The House passed H.R. 3383, the Incentivizing New Ventures and Economic Strength Through Capital Formation (INVEST) Act of 2025, 302–123, building on the JOBS Act by raising offering caps, broadening private-market access, and creating new on-ramps for small-business capital formation. The bill awaits Senate action.

FinCEN announced and published an interim final rule (effective March 26, 2025) revising the CTA's definition of 'reporting company' to cover only foreign entities registered in the U.S., eliminating the beneficial ownership disclosure obligation for an estimated 32+ million domestic LLCs, corporations, and other small businesses.

President Trump signed EO 14192 directing all federal agencies to repeal at least ten existing regulations for every new rule issued in FY 2025, with total incremental regulatory costs required to be 'significantly less than zero' — reducing startup compliance burdens and launching an Administration-wide deregulation drive targeting over $100 billion in regulatory costs.

The U.S. District Court for the Northern District of Alabama held the CTA exceeded Congress's enumerated powers and enjoined enforcement against the National Small Business Association and its members, creating months of uncertainty for businesses subject to the new reporting mandate. The Eleventh Circuit later affirmed the CTA's constitutionality, but the Trump administration ultimately suspended domestic reporting via the March 2025 interim rule.

The CTA's BOI reporting regime became operative, requiring tens of millions of LLCs, corporations, and similar entities formed by filing with a secretary of state to disclose their beneficial owners to a new federal FinCEN registry for the first time — fundamentally raising the administrative burden of business formation and operation for small entities.

Amendments to Reg CF (adopted November 2020, effective March 15, 2021) raised the annual Regulation Crowdfunding ceiling from $1.07 million to $5 million and the Regulation A+ Tier 2 ceiling from $50 million to $75 million, materially expanding the capital pools accessible to startups and early-stage companies through exempt offerings.

The SEC's Reg A+ rules (Release No. 33-9741, adopted March 25, 2015) created a two-tier mini-IPO framework allowing companies to raise up to $50 million annually from the general public without full SEC registration, with Tier 2 offerings preempted from state blue-sky law — opening a practical public-market pathway for growing small businesses.

President Obama signed the Jumpstart Our Business Startups Act, the most significant overhaul of U.S. capital-access rules in decades: it introduced equity crowdfunding (Title III), expanded Regulation A exemptions (Title IV), created the 'emerging growth company' IPO on-ramp (Title I), and permitted general solicitation in private offerings (Title II) — collectively lowering the cost and complexity of raising startup capital.

Final Treasury regulations under IRC §7701 (T.D. 8697) allowed LLCs and other unincorporated entities to simply elect their federal tax classification, eliminating the prior multi-factor 'Kintner' test and confirming single-member LLCs as disregarded entities. This resolved the primary tax uncertainty that had slowed LLC adoption and cemented the LLC as the default formation vehicle for U.S. small businesses.

Pub. L. 104-121 required federal agencies to assess disproportionate regulatory impacts on small entities before finalizing rules, established an SBA National Ombudsman and ten Regional Regulatory Fairness Boards to receive small-business enforcement complaints, and expanded small businesses' right to recover attorney's fees when agencies over-enforce — institutionalizing regulatory relief for startups and new entrants.

Wyoming enacted the nation's first LLC Act (W.S. Title 17, Chapter 15), creating a new business entity combining corporate limited liability with partnership pass-through taxation — a structure absent from prior U.S. law. Drafted by attorneys for Hamilton Brothers Oil Company after failed Alaska attempts, the statute became the template adopted by all 50 states by the mid-1990s and defined the dominant formation structure still used today.