US market entry legal checklist: how to control risk before you scale

Entering the US can transform your business – or expose it to uncontrolled legal and financial risk. This checklist gives executives and in‑house counsel a structured overview of the key legal building blocks for a US market entry, with a focus on risk control, ringfencing and long‑term scalability.

Why a legal checklist matters for US market entry

The US is attractive for one main reason: you can often achieve premium pricing compared to DACH markets – in some industries, 300–400% price uplifts are realistic potential. At the same time, litigation exposure, regulatory scrutiny and personal liability of directors are significantly higher than in Europe.

A clear, written legal checklist helps you:

• Ringfence your DACH parent company against US risk
• Shorten time‑to‑market by clarifying decisions early
• Align management, owners and legal advisors on responsibilities
• Avoid expensive “re‑structuring” after the first US deal is signed

Step 1: clarify strategy, risk appetite and governance

Define business model and US footprint

Before you choose an entity or draft a contract, you need clarity on the US operating model:

• Will you sell directly, via distributors, or through a US subsidiary?
• Do you need on‑the‑ground staff, or is a lean representative structure sufficient?
• Are you aiming for commercial markets, defence markets, or both?

Each option has consequences for tax, liability, export control and compliance.

Set a documented risk and governance framework

For DACH “Hidden Champions” with owner families in the background, the key question is: how much risk is the group willing to carry in the US – and where?

• Define which risks stay in the US entity (product liability, contractual risk, employment claims)
• Clarify which decisions require board/owner approval (large contracts, strategic partnerships, defence activities)
• Align US incentive schemes with compliance expectations

Step 2: choose and design the right US legal entity

LLC or Corporation – what fits your case?

The legal form is the core of your ringfencing strategy. Two standard options:

• Corporation (Inc.): Often used for larger operations, potential future investors, clearer separation between owners and management.
• LLC: Flexible structure, tax‑transparent by default, widely used for subsidiaries and joint ventures.

For cross‑border groups, the question is not only “Which entity?”, but “In which state?”, “Who is the shareholder?”, and “How do we design intra‑group contracts?”. This is where targeted legal‑economic advice can significantly reduce long‑term risk.

Ringfencing the parent company

A structured entity setup can:

• Isolate US liabilities from the DACH parent balance sheet (within legal limits)
• Allocate IP and contractual risk to the right entity
• Provide clear management guidelines for signing authority

Done early, this can prevent expensive disputes later – especially if US operations involve high‑risk industries such as defence, aerospace or complex machinery.

Step 3: mandatory registrations, licences and compliance

Core registration checklist

Depending on your state and industry, typical items include:

• Formation filing with the relevant Secretary of State
• Federal Employer Identification Number (EIN)
• State and local tax registrations (sales/use tax, franchise tax, payroll tax)
• Business licences or permits for specific activities

For defence‑related business, additional layers (export control, security clearances, specific procurement rules) may apply. These should be assessed before you sign your first MoU or NDA with a US partner.

Baseline compliance frameworks

Even a lean US entity should implement simple, written policies:

• Code of conduct and anti‑corruption policy
• Trade compliance and export‑control guidelines (especially for dual‑use or defence‑adjacent products)
• Data protection and information security principles
• Whistleblowing and escalation procedures

For DACH management, this provides traceable evidence that compliance has been actively addressed – relevant both for personal liability and for future due diligence in M&A scenarios.

Step 4: contracts, distributors and liability control

Key contract types for US market entry

Depending on your go‑to‑market, your checklist should cover at least:

• Standard Terms & Conditions under US law
• Distributor or sales representative agreements
• NDAs and technology collaboration agreements
• Service and maintenance contracts

Focus on:

• Limitation of liability and exclusion of consequential damages (within legal limits)
• Governing law and jurisdiction (including arbitration options)
• IP ownership and licence scope
• Compliance and export‑control clauses

Distributor vs. direct sales – legal implications

Using distributors can accelerate US market entry, but changes your risk profile:

• Distributors typically carry inventory and local customer risk, but you remain exposed to product liability.
• Agency‑like structures can lead to employment‑law or tax‑nexus questions if not carefully structured.
• Termination rights and post‑termination obligations should be clear from day one.

Step 5: tax, transfer pricing and cross‑border cash flows

Structuring cash flows between DACH and US

Legal setup and tax design are inseparable. Your checklist should include:

• Intercompany agreements (licences, services, manufacturing, distribution)
• Transfer pricing documentation compliant with both US and DACH requirements
• Dividend, interest and royalty flows under the relevant double tax treaties

Well‑designed structures can support premium pricing in the US while keeping overall group taxation under control.

Step 6: export control and defence‑related market entry

Specifics for defence and security‑sensitive sectors

Companies entering US defence‑adjacent markets face additional layers of law and policy. Typical questions:

• Do your products or technologies fall under export control regimes or security regulations?
• Which information can legally be shared with US partners, and under which safeguards?
• How do you structure cooperation to keep sensitive assets and IP protected within your group?

In practice, success depends on combining legal compliance, network access and a clear economic logic. This is a core focus of LANA AP.MA International Legal Services, which advises on US market entry in defence‑related fields without naming specific OEMs.

Who should coordinate the US market entry checklist?

For mid‑sized industrial groups, the task usually sits at the intersection of management, legal, tax and business development. A typical steering setup:

• Managing director / owner: defines risk appetite and strategic goals
• Group legal and tax: ensure ringfencing and compliance with DACH requirements
• External counsel: navigates US‑specific entity, contract and regulatory issues

LANA AP.MA, led by Dr. Stephan Ebner and headquartered in Frankfurt with offices in Basel and Taipei, combines legal and economic advisory for exactly this interface, including a rare Western lawyer admission in Taiwan for Asia‑related structures.

Case insight: structured US entry reduces risk and unlocks pricing potential

Anonymised example: A DACH industrial group with several hundred employees planned a US entry with defence‑adjacent technology. Initial concern: “The US is too risky; our owners will not accept uncontrolled liability.”

Through a structured checklist‑based process, including US entity design, ringfencing, distributor strategy and compliance framework, the group established a US presence that:

• Clearly isolated US operational risks within a dedicated entity
• Enabled significantly higher US pricing compared to the home market
• Provided documented compliance measures for board and owners

The approach illustrates how a disciplined legal architecture can reduce perceived risk and open room for value‑based pricing – without relying on public client names.

Your next step: review your US market entry with an expert

A robust US market entry legal checklist is not a theoretical exercise. It is a practical tool to protect your group, accelerate time‑to‑market and support premium pricing potential in the US. If you are planning or reviewing a US entry – especially in defence‑adjacent or high‑liability sectors – an external, legally and economically integrated view can be decisive.

Contact us at lanaapma.com to discuss an initial, non‑binding review of your US market entry structure. This article is for general information only and does not constitute legal advice; specific cases require individual assessment.