How to Raise Capital in the USA

Raising Capital in the United States as a Foreign Company

Raising capital in the United States can be painful the first time you do it. It is also one of the deepest pools of institutional capital on earth. The catch is simple: US investors expect US-grade structure, disclosures, and process discipline.

If you want US capital, you need three things early: (1) the right legal and offering structure, (2) a diligence-ready data room, and (3) an investor approach that speaks in decision-maker language. Everything else is noise.

Key Takeaways

Structure Comes First

Many US investors prefer a familiar entity setup and a clean cap table. A Delaware C corporation is common for venture-style equity. Debt and private credit often focus more on collateral, covenants, and cashflows than the headline jurisdiction, assuming compliance checks clear.

Compliance Is Not Optional

The US has a rules-based system for securities offerings. Your path depends on who you are selling to, where they are located, and how you market the offering. Get US securities counsel early and follow the playbook.

Diligence Readiness Wins

Investors do not fund “stories.” They fund files: governance, contracts, financials, risk controls, and a credible plan. Your raise moves at the speed of your documents.

Targeting Beats Volume

The US investor base is huge, yet most issuers waste it by pitching the wrong buyers. The right list, the right angle, and a controlled process beat mass outreach every day.

How the US Capital Markets Actually Break Down

Foreign issuers usually raise capital in the US through private markets first, then grow into larger institutional channels over time. Public listings exist, yet they bring heavy reporting load and higher scrutiny.

Capital Route Typical Investor Best Fit Main Tradeoff
Private placements Accredited investors, funds, family offices Most growth equity and private debt raises Strict marketing rules and disclosure discipline
Venture capital VC firms and growth funds High-growth startups, software, deep tech High governance expectations and pricing pressure
Private credit Direct lenders, private credit funds Cashflow lending, asset-backed lending, acquisitions Collateral and covenant intensity
Public markets Public shareholders Large, mature issuers with scale and controls High reporting burden and ongoing compliance
Crowdfunding routes Broader investor base Specific profiles and controlled campaigns Eligibility rules and platform constraints

Entity Setup: What US Investors Expect to See

Many foreign founders hear “just open a Delaware C corporation.” That advice is often right for venture equity, and often incomplete for everything else. The right setup depends on your investor type, the security being issued, tax posture, and where the underlying business actually operates.

Delaware C Corporation

Common for venture raises, option plans, and US-style governance. Familiar to US counsel and investors.

  • Clean cap table mechanics
  • Board and consent process investors recognize
  • Standard doc ecosystem for venture financing

US Subsidiary Under a Foreign Parent

Often used when operations remain abroad yet US contracts, customers, or investors are central to the strategy.

  • Contracting entity flexibility
  • Clear US operational perimeter
  • Works well for certain debt and commercial facilities

Debt Structures

Private credit focuses on repayment, collateral, and controls. Entity form matters, yet enforceability and governance drive the real decision.

  • Security package and perfection path
  • Guarantees and covenants
  • Funds flow and compliance posture

Cross-Border Reality Check

Tax, withholding, and “doing business” tests can change your net proceeds and reporting load. Plan it early with counsel and tax advisors.

  • Withholding exposure on interest or dividends
  • Treaty and documentation requirements
  • Practical audit and reporting implications

Securities Rules You Must Respect

The US Securities Act framework generally requires registration unless you fit within an exemption. Most foreign issuers raising privately rely on exemptions designed for private offerings, often under Regulation D for US investors, and Regulation S for offshore sales. Some institutional formats can involve Rule 144A.

Private Placement Discipline

Private fundraising is not “unregulated.” It is regulated differently. Marketing method, investor type, and disclosure quality all matter.

  • Accredited investor targeting
  • Controlled communications and records
  • Risk disclosures and factual consistency

State and Process Considerations

Beyond federal rules, state-level requirements and practical compliance steps can still apply. Your counsel should map this early, not after the first investor says yes.

  • Offering logistics and filings
  • Subscription process and investor onboarding
  • Data protection and recordkeeping

Reporting, Auditing, and Investor Trust

US investors value clarity. That means clean financials, consistent KPIs, and a reporting cadence that does not collapse after the wire lands. The more institutional the investor, the more they care about audit quality, controls, and governance.

Area What Investors Commonly Expect
Financial statements Timely and internally consistent financials, with a credible narrative that matches the numbers.
Accounting standards GAAP or IFRS, plus clear reconciliation where required by the deal process and investor standards.
Audit posture Independent audit readiness for larger raises, or at minimum a credible finance function and clean bookkeeping discipline.
Governance Board oversight, signing authority clarity, and controls over cash, contracts, and related-party risk.

Approaching US Investors Without Wasting Time

US investors are not short on opportunities. Your outreach wins when it is specific, credible, and aligned with what that buyer actually buys. It fails when it reads like a generic blast or when the materials do not survive a basic diligence pass.

Know Your Buyer

Separate the worlds: venture, growth equity, private credit, strategic capital, family offices, and institutional allocators. Each has different decision rules and time horizons.

  • Ticket size and ownership preference
  • Return profile and risk appetite
  • Governance and reporting expectations

Build a Real Raise Pack

The minimum kit should be decision-ready, not “marketing-ready.”

  • Teaser plus a full deck or memo
  • Model and key assumptions
  • Data room with contracts and corporate documents

Control the Process

The best raises feel calm: clear timeline, clear next steps, clean follow-ups, fast answers, no chaos.

  • Qualification before long calls
  • Document discipline and response ownership
  • Version control on materials

Be Honest About Risk

Investors can smell fantasy. A credible plan includes downside case, execution risk, and mitigants.

  • Use of proceeds clarity
  • Realistic milestones and timing
  • Transparent risk and mitigant framing

Documentation Checklist

Category Typical Items
Corporate Formation documents, cap table, shareholder consents, board resolutions, signing authority, material subsidiaries.
Financial Historical financials, management accounts, projections, KPI definitions, debt schedule, working capital summary.
Commercial Customer contracts, supplier agreements, pipeline evidence where relevant, pricing and unit economics.
Legal and compliance IP ownership evidence, litigation summary, sanctions and AML posture, key licenses, related-party disclosures.
Transaction Term sheet concept, use of proceeds, valuation or pricing logic, investor rights outline, closing timeline.

Frequently Asked Questions

Do I need a US company to raise capital in the United States?

Sometimes, yes. Many US equity investors prefer a Delaware entity. Some exemptions and fundraising routes have specific issuer eligibility rules. Your exact path depends on the security type, investor type, and where the offering is marketed.

Which exemptions are common for private fundraising?

Private placements often rely on Regulation D for US investors, with Regulation S for offshore investors. Certain institutional offerings can involve Rule 144A. Your counsel should determine the correct structure for your facts.

Can I market publicly in the US while raising privately?

That depends on the exemption used and how you market. Some structures allow general solicitation under strict conditions. Others require a more controlled approach. Treat this as a legal issue, not a marketing preference.

What do US investors care about most?

Clarity and discipline: a coherent story, clean financials, credible governance, and a process that does not feel improvised. They also care about downside risk and what happens when things go wrong.

Are there tax implications for foreign issuers?

Yes. Withholding on dividends or interest, treaty eligibility, and “US trade or business” considerations can all matter. Get tax advice early so your net proceeds and reporting obligations do not surprise you.

What documentation is usually required?

Corporate documents, financials, material contracts, compliance posture, and a data room that makes diligence fast. The more institutional the investor, the more they will ask for proof and process.

Is crowdfunding available to foreign companies?

Some fundraising routes have eligibility constraints tied to issuer jurisdiction or structure. If crowdfunding is part of your plan, confirm eligibility and offering rules with counsel before you build a campaign.

Where Financely Fits

Financely helps foreign issuers structure, package, and present capital raises so professional investors can review them with clean data and governance. We build lender and investor-grade materials, map the raise process, and coordinate execution through regulated or institutional counterparties under their own approvals.

Request a Quote

If you are planning a raise and want a clean structure, tight materials, and a controlled investor process, submit your request. We will revert with scope, pricing, and an underwriting-style checklist for your raise.

Request A Quote

Disclaimer: This page is for general information only. It does not constitute legal, tax, regulatory, investment, or credit advice and it is not an offer or solicitation of securities. Capital raising in the United States is highly fact-specific and depends on the issuer, investor type, marketing method, jurisdictional footprint, and applicable exemptions. You should retain qualified US securities counsel and tax advisors before marketing or offering any security. Financely is not a broker-dealer and does not handle client funds. Any regulated activity is conducted solely by appropriately licensed parties under their own approvals and definitive documentation.

Get Started With Us

Submit Your Deal & Receive a Proposal Within 1-3 Working Days

Submit your deal using our secure intake form, and receive a quote within 1-3 business days. Existing clients can connect with their relationship manager through our secure web portal.


All submissions are promptly reviewed, and all communications are conducted through the intake form or the client portal for a seamless and secure process.

Express Application Submit Your Deal
Request a Proposal
Request a Proposal / Submit a Deal

Thank you for considering working with us. A nominal fee of US$500 is required upon completion of each form. This fee covers the time and effort we invest in reviewing your submission and crafting a thorough proposal. We receive numerous inquiries and prioritize those that carry this fee, ensuring serious applicants receive prompt attention.

Trade Finance

Tap into solutions like letters of credit, bank guarantees, and payment facilitation. We address the challenge of global transaction risk through structured strategies that foster cross-border growth. Complete the form to unlock streamlined funding aligned with your commercial objectives.

Submit a Request

Project Finance

Access non-recourse funding for infrastructure, renewable energy, or other capital-intensive ventures. We mitigate capital constraints by isolating project assets and focusing on risk management. Provide your details to receive a structure that drives growth and maximizes returns.

Submit a Request

Acquisitions

Secure financing for business or real estate acquisitions. We ease transaction hurdles by reviewing cash flow, synergy opportunities, and exit plans. Complete the form for a customized proposal that supports your strategic investment objectives.

Submit a Request

For Banks

Financely assists banks facing Basel III pressures by distributing trade finance deals and providing collateral for letters of credit. We reduce capital burdens while preserving client relationships and fostering service expansion. Submit your request to optimize your trade finance offerings.

Submit a Request

Once we receive your submission, our team will review your information to determine feasibility. If eligible, you will receive a proposal or term sheet within 1–3 business days. Visit our FAQ and Procedure pages for more information.

Disclaimer: Financely provides financing based on due diligence and feasibility. Approval is not guaranteed, and past performance does not predict future outcomes. All terms are subject to review. Financely primarily assists with structuring and distribution. Qualified parties carry out the project if the client approves the proposal.

Still Have Questions? Schedule a Consultation

If you still have questions after visiting our FAQ and Procedure pages, we invite you to book a paid consultation for personalized guidance. A $250 USD fee applies per session.