Key Takeaways

1. Investors want clear and consistent financial reporting.
2. Income statements, balance sheets and cash flow statements form the core financial package.
3. Financial projections should support the funding request.
4. Organized financial records help speed up due diligence.
5. Investor-ready reporting increases credibility with lenders and investors.

Who Needs Investor-Ready Financial Statements Before Raising Capital?

This guide is targeted toward entrepreneurs looking to obtain angel, seed, Series A, and growth funding in the U.S. The guide is also for companies new to the U.S. market that need to professionalize key finance functions before engaging with investors. It will particularly help small companies that already have good bookkeeping practices but need to create an attractive investor slide deck and startups that require linking cash flow projections to a funding request.

Which Financial Statements Do U.S. Investors Expect Before Funding a Startup?

Essentially, your investors need to understand the most essential accounting statements. A comprehensive set of financial statements typically includes an income statement, balance sheet, cash flow statement, statement of stockholders’ equity, and supporting notes. Together, these documents provide investors with a complete view of a company’s financial position and performance.

Even if your company is private and not obliged to submit reports on a public level, these groups of financial statements would dictate how keenly your investors read the company in question since they would facilitate understanding of its profitability, liquidity, debt, equity, and the financial assumptions made. Financial forecasts are an important part of an investor-ready financial package. Many founders prepare projected income statements, balance sheets, cash flow forecasts, and capital expenditure plans to demonstrate how the requested funding will support future growth. The first year is often presented in monthly or quarterly detail to provide investors with greater visibility into the company’s financial outlook.

Why Accurate Financial Reporting Builds Investor Confidence

Investors are devoted not only to the product or pitch deck but also to the accuracy and consistency of the financial information behind the presentation. Financial statements should clearly reflect the company’s performance, including revenue, expenses, assets, liabilities, and cash flow. It is essential to apply the same accounting methodology consistently over time so that financial reports remain comparable and reliable. If reporting methods change from one period to another, revenue is recognized inconsistently, or cash movements do not align with reported earnings, investors may question the credibility of the financial data and the company’s overall financial management.

How to Prepare Financial Statements for U.S. Investors Step by Step

Start by ensuring all financial records remain accurate and that every transaction is reconciled each month to build confidence in future forecasts. Establish a consistent financial reporting approach that is applied across all reporting periods, so revenue, expenses, inventory, and other financial data are recorded in a clear and reliable manner.

Next, prepare a complete set of financial statements, including the income statement, balance sheet, cash flow statement, and supporting notes that explain significant transactions, liabilities, owner contributions, and any unusual financial activity.

Then, develop a five-year financial model with greater detail in the first year, linking key assumptions to hiring plans, marketing investments, operating expenses, growth expectations, and funding requirements. Finally, organize startup and operating costs into a clear, easy-to-review format that allows founders and investors to compare projected expenses with expected revenue and evaluate the company’s financial outlook.

Key Financial Reporting Practices That Improve Fundraising Success

The most effective financials for fundraising are not the most intricate ones but the clearest. Investors value reports that are consistent, easy to understand, and directly connected to the company’s funding needs. Strong financial reporting explains the current financial position, how capital is expected to be used, the assumptions behind future growth, potential risks, and how long the new funding is expected to support operations. It should also demonstrate that the company maintains organized financial processes, reliable records, transparent reporting, and effective financial oversight, giving investors confidence in both the business and its management.

Where U.S. fundraising requirements become more formal

Not all fundraising methods require the same level of financial preparation or documentation. The expectations can vary depending on the type of investors, the funding structure, and the stage of the company. As a result, founders should understand what financial information is expected before beginning the fundraising process. Regardless of the specific requirements, being “investor-ready” means having financial data that is accurate, well-organized, current, and supported by reliable documentation. Investors expect clear financial reporting that reflects the company’s performance, growth plans, and use of capital, giving them confidence in both the business and its financial management.

How ERB Proximo fits into the process

ERB Proximo supports startups and multinational companies by providing outsourced CFO services, accounting, payroll, financial reporting, forecasting, and fundraising readiness. By helping founders build organized financial systems and investor-ready reporting, ERB Proximo enables management teams to approach fundraising and due diligence with greater confidence.

Final Takeaways

Investor-ready financial statements are more than an accounting requirement-they are one of the strongest tools founders have for building credibility during fundraising. Clear reporting, realistic forecasts, organized documentation, and consistent financial management help investors evaluate opportunities faster and with greater confidence. Preparing these materials before fundraising also allows founders to move through due diligence more efficiently and focus on growing the business.

FAQ

Do I need a five-year forecast before speaking to investors? In many U.S. fundraising situations, yes. A five-year financial forecast is commonly expected, with the first year presented in monthly or quarterly detail and clearly aligned with the amount of funding being sought.

Should my startup use cash or accrual accounting? It depends on the business. Whichever accounting method is used, it should be applied consistently over time. Many growing companies choose accrual accounting because it provides a clearer picture of financial performance by recognizing revenue when earned and expenses when incurred.

What financial documents do investors ask for during due diligence? Investors commonly expect a profit and loss statement, balance sheet, cash flow statement, supporting notes, and, when applicable, information about shareholders’ equity.

Why do investors review financial statements before investing? Because reliable reporting improves comparability, supports diligence, and audits increase investor confidence in the financial statements and the reporting process.

הפוסט Fundraising in the US: How to Prepare Your Financials for Investors הופיע לראשונה ב-ERB.

Why Finance Functions Break as Companies Scale

In the early stages, many businesses rely on spreadsheets, informal approvals, founder-led cash reviews, and end-of-month financial clean-up. As the company scales, transaction volumes rise, the number of customers and vendors increases, payroll becomes more complex, and reporting expectations grow.

As the company scales, financial operations become more complex. Higher transaction volumes, a growing customer base, additional vendors, and expanding payroll all increase the need for accurate record-keeping and timely financial reporting. Maintaining well-organized financial records enables businesses to monitor performance, understand cash flow, track revenue and expenses, support compliance, and make informed strategic decisions as they grow.

What Defines a Scalable Finance Function?

In practical terms, a scalable finance function maintains accurate accounting records, delivers reliable management reporting, applies role-based controls, forecasts cash flow with confidence, and provides business leaders with the financial insights needed to make informed decisions. Rather than focusing solely on historical reporting, it enables organizations to anticipate future challenges and opportunities through continuous forecasting and performance analysis. This shift from explaining past results to supporting future decisions is what distinguishes a traditional accounting function from a finance organization built for long-term growth.

Highlights

A scalable finance function can bring about a number of substantive benefits: a more organized and transparent record-keeping process, significantly more accurate monthly reports and reports for boards of directors, much better internal controls regarding approvals, reconciliations, and changes, more accurate forecasts with regard to revenues and expenditures as well as the ability to manage the financial position of the company, and better discipline with respect to access to financial systems. These are not just abstract ideas.

Many high-growth companies assume that introducing stronger financial controls will slow decision-making. The opposite is often true. Well-defined approval workflows, clear ownership, and consistent reporting create greater transparency and reduce unnecessary delays. When finance teams and business leaders work from reliable financial information and clearly assigned responsibilities, they can make faster, more confident decisions. Rather than creating obstacles, a scalable finance function provides the structure needed to support sustainable growth while maintaining operational efficiency.

Who Needs a Scalable Finance Function?

This topic pertains to venture-backed startups, multi-entity organizations, firms primed for fundraising, companies growing into the US market, and emerging growth businesses whose founders still carry too much of the financial operational load. It also pertains to the situation when leadership feels that reporting takes too long, cash visibility is poor, the closing process relies on a few individual(s), or the company is bringing in new systems and teams at a faster pace than policies can adjust. ERB Proximo specializes in this topic and provides services that apply to those high-growth situations including fundraising assistance, financial visibility, planning cash flows, internal controls, and scalable growth support.

How Finance Priorities Change as a Company Grows

Where Finance Delivers the Highest Impact

The areas of greatest improvement generally lie in month-end close, cash management, budgeting, readiness for investors, and financial governance. The importance of the financial close and reporting processes is shown by the fact that the use of standardized processes eradicates the need for extra efforts to locate information. Better discipline and forecasting in cash handling help understand liquidity much better. In governance, established processes help to achieve consistency, even if the company is growing. In administration, the role of access management and separation of functions increases with an increasing number of individuals working with finance data, approvals, and reports. These areas are important, as the rapid growth of the business makes all weaknesses in processes very visible.

Step-by-Step: How to Build a Scalable Finance Function

1. Map the core finance processes. Define ownership across order-to-cash, procure-to-pay, payroll, closing, and reporting.
2. Standardize financial records and reporting. Establish a consistent chart of accounts, documentation rules, and month-end calendar.
3. Improve the technology infrastructure. Replace or integrate systems where manual work causes delays, errors, or conflicting data.
4. Introduce proportionate internal controls. Add approval matrices, reconciliations, access rights, and segregation of duties.
5. Move toward rolling forecasts. Connect budgets, actual results, and forecasts to the business driver’s leadership monitors.
6. Align the finance team with the company’s stage. Evaluate whether the business needs additional accounting support, stronger financial leadership, or specialized finance expertise as operational complexity increases.

Why Strong Governance Accelerates Growth

A common mistake in high-growth companies is assuming that stronger controls will slow the business down. In practice, clear approval processes, defined responsibilities, and consistent reporting standards often help teams move faster. When everyone understands who owns each decision and leadership can rely on the financial data, less time is lost resolving confusion or correcting preventable errors. A scalable finance function therefore supports growth by improving accountability, strengthening decision-making, and creating a more reliable operating structure.

When External Finance Expertise Makes Sense

Not every fast-growing company needs to build a large in-house finance department immediately. However, many businesses reach a stage where their finance needs mature faster than they can recruit and onboard experienced professionals. ERB Proximo supports high-growth companies with specialized finance expertise designed to strengthen reporting, forecasting, internal controls, cash-flow planning, and financial operations without requiring every role to be built internally from the outset.

FAQ

What is a scalable finance function?

It is a finance setup that can handle higher transaction volume, more reporting needs, and more complexity without breaking the close, the controls, or decision support.

When should a startup upgrade its finance function?

Usually before growth exposes weak reporting, unclear cash visibility, or founder-dependent approvals.

Do small and mid-sized companies really need internal controls?

Yes. Even smaller companies benefit from approval workflows, reconciliations, access controls, and separation of duties because these practices reduce reporting errors and operational risk.

What should be fixed first: people, process, or software?

Usually process clarity first, then controls and system design, then role expansion as complexity increases.

Why does forecasting matter so much in a high-growth company?

Because,  forecasting helps management track the business drivers it needs to run, not just describe the past.

Summary

Building a scalable finance function means replacing fragile, person-dependent processes with consistent and repeatable systems. Accurate records, timely reporting, stronger controls, reliable forecasting, and role-based access make growth easier to manage. For companies preparing for fundraising, U.S. expansion, increasing governance requirements, or greater operational complexity, finance scalability is not merely an administrative improvement; it is a strategic requirement.

הפוסט Building a Scalable Finance Function in a High-Growth Company הופיע לראשונה ב-ERB.

Who Is This Guide For?

This guide is designed for startup founders, technology entrepreneurs, and international businesses establishing a U.S. entity or expanding into the American market.; in particular, it will be beneficial to companies with overseas ownership that are entering the market in the U.S. ERB Proximo, as a finance outsourcing organization, supports a wide range of Israeli start-up firms in establishing a U.S.-based entity to meet all of their accounting compliance needs. If you are a CEO or CFO who is establishing an operation in the United States, or if you are an investor considering what is necessary to operate in the U.S. market, then find the steps to be taken to establish an operation and the best practices for that purpose within this guide.

Choosing Your Business Structure & Location

The first step is choosing the right legal structure and state for your business. Common U.S. business entities include LLCs, partnerships, C corporations, and S corporations. According to the IRS, your business structure determines which tax returns you must file. Many high-growth startups choose to incorporate as Delaware C corporations because of the state’s investor-friendly corporate laws.

Delaware is home to more than 2 million registered businesses, including over 66% of Fortune 500 companies. After incorporation, businesses must appoint a Registered Agent, obtain an Employer Identification Number (EIN) from the IRS, and keep ownership information up to date. Most businesses need an EIN, even if they have no employees.

Building an Accounting System That Scales

Once your company is incorporated and has an EIN, the next priority is building a reliable accounting system. Start by opening a dedicated U.S. business bank account to separate business and personal finances.

Next, choose between cash and accrual accounting. Most startups planning to raise investment prefer accrual accounting because it aligns with Generally Accepted Accounting Principles (GAAP) and provides more accurate financial reporting.

Set up a Chart of Accounts (COA) to track assets, liabilities, income, and expenses, and implement a double-entry bookkeeping system, which the IRS recommends for greater accuracy and stronger financial controls.

As your startup grows, professional financial support becomes increasingly valuable. Firms such as ERB Proximo provide outsourced CFO and accounting services, helping founders manage bookkeeping, financial reporting, tax compliance, and investor-ready financial statements. Establishing these systems from day one creates a strong financial foundation and helps avoid costly mistakes later.

Key Steps to Launch Your Startup Accounting

To summarize, here are the critical action items after forming your US startup entity:

1. Form Your Entity: Decide on LLC vs. C-Corp (Delaware is a popular choice) and register with the state. Obtain a Delaware Registered Agent if you incorporate in DE.
2. Get an EIN from the IRS: Apply on IRS.gov (Form SS-4) to obtain your Employer Identification Number. Use it on all federal tax filings and for payroll reporting.
3. Open a US Bank Account: Using your incorporation papers and EIN, open a dedicated business account in the US. This separates business and personal funds.
4. Choose Accounting Method & Software: Decide between cash vs. accrual accounting (accrual is GAAP-aligned). Set up a double-entry bookkeeping system (many packages are available) to track assets, liabilities, equity, income, and expenses.
5. Set Up Payroll and Withholding: If you hire US employees or pay contractors, register for payroll tax withholding. Have each employee complete Form I‑9 and Form W‑4. File Form 941 quarterly to report income tax and FICA withholdings. File Form 940 annually for unemployment tax. Issue Form W-2 (wages) and Form 1099 (contractors) as required.
6. Register for State Taxes/Licenses: Check your state government site for sales tax permits, state income tax registration, and any professional licenses. For Delaware corps, file the Annual Report and pay franchise tax by March 1 (min $175). If you operate in other states, comply with their sales tax and employer taxes on time.
7. Maintain Books and Reports: Keep accurate financial records. The IRS requires retention of tax-related documents (like receipts and payroll records) for several years. The SBA’s guide notes that properly tracked financials allow cost-benefit analyses and budgeting. Use monthly or quarterly closings to reconcile bank accounts and prepare profit/loss statements.
8. Plan for Taxes: Identify which federal tax forms you must file. For example, a US C-corporation files Form 1120 each year, while an LLC (with 2+ members) files Form 1065. Foreign owners should note that a 25%-foreign-owned US corporation must file Form 5472 for any related-party transactions.
9. Get Professional Review: Before any fundraising or public filings, ensure your financial statements follow US standards. Consider an audit or CPA review. Firms like ERB Proximo provide ongoing financial reporting and investor-ready reports.

Startup Accounting Roadmap

Startup Accounting Essentials

1. Legal & Tax Setup: Choose entity type wisely and register (Delaware C-Corps are common). Obtain an EIN from the IRS.
2. Accounting System: Start with a solid bookkeeping system. Track a balance sheet and profit & loss; double-entry accrual accounting is recommended.
3. Payroll Compliance: If you have US employees, withhold taxes (Forms I‑9, W‑4) and file Form 941 quarterly. Also file Form 940 for unemployment each year.
4. State Requirements: Always check the official state website for local rules. If Delaware, remember the annual report and franchise tax (minimum $175) by March 1. Other states have their own sales tax and employer tax rules.
5. Professional Help: Don’t go it alone. Hire or consult a US CPA/CFO. The SBA even suggests using professional accounting services as you grow. Expert guidance (e.g. from ERB Proximo) can prevent costly errors.
6. Recordkeeping: Maintain thorough records and invoices. Good recordkeeping not only satisfies IRS rules, but also provides data for budgeting and investor reports.

Summary of Essential Actions

Building a strong accounting foundation from day one helps startups stay compliant, improve financial visibility, and prepare for future growth. By choosing the right business structure, implementing accurate bookkeeping, understanding tax obligations, and working with experienced professionals such as ERB Proximo, founders can focus on growing their business while maintaining full financial compliance.

Frequently Asked Questions

Do I need a US accountant or can I do it myself? You can start by managing simple bookkeeping with software, but as the IRS notes, consider getting help from a CPA or CFO especially as you grow. Professionals ensure you meet all US-GAAP and tax requirements, and can save time (and money) by avoiding mistakes.

Which accounting method should my startup use? Startups often choose accrual basis accounting, as it matches revenues to expenses and is preferred for GAAP reporting. Cash basis is simpler but may not reflect your true financial position if you carry inventory or defer payments.

What taxes must my startup pay? Your federal tax obligations depend on your entity. A C-corp files Form 1120 for income tax, an LLC or partnership files Form 1065, and an S-corp files Form 1120S. All businesses with payroll file Form 941 quarterly (and 940 annually) for employment taxes. Delaware corps also pay an annual franchise tax and report by March 1.

What is Form 5472 and do I need it? Form 5472 is an IRS information return for US corporations with 25% or greater foreign ownership. If your US startup has a foreign owner and has reportable related-party transactions (like loans or asset transfers with the parent company), you must file Form 5472. This often surprises first-time foreign entrepreneurs.

Why incorporate in Delaware instead of my home state? Delaware offers flexible corporate laws, a specialist chancery court, and privacy for owners. Many investors expect Delaware C-corps. However, you will have to handle Delaware’s annual report and franchise tax (min. $175). Compare that to local requirements in your state of operation. For a business with physical presence in another state, you may need to qualify (foreign register) there as well.

When should I hire a CFO or advisory service? As soon as your financial transactions become non-trivial. If you have revenue, investors, or employees in the US, it’s wise to engage a professional early. The costs of failing to file correct reports or missing tax deadlines can far exceed the expense of expert guidance. ERB Proximo, for example, advises many Israeli startups on exactly these issues to ensure compliance and financial clarity.

הפוסט Startup Accounting in the US: A Complete Guide for Founders הופיע לראשונה ב-ERB.

Form 1099 is not a single rule for every payment. It is a family of information returns used to report certain payments to federal tax authorities and to the payee. For growing companies, the most common business-facing versions are Form 1099-NEC for nonemployee compensation, Form 1099-MISC for several other categories of business payments, Form 1099-K for payment card and certain third-party network transactions, and Form 1099-INT for reportable interest.

Quick Form 1099 Highlights

1. Form 1099 is used to report certain business payments to tax authorities and recipients.
2. Different payment types may require different versions of Form 1099.
3. Payment method matters, especially for credit card and marketplace transactions.
4. Foreign contractors often require different documentation than U.S. contractors.
5. Missing taxpayer information can trigger backup withholding requirements.
6. Accurate recordkeeping can help reduce compliance risks and penalties.

Key Form 1099 Rules Every Business Should Know

Form 1099 reporting is an information-reporting requirement. Filing a Form 1099 does not, by itself, create an additional tax liability. According to the most recent version of IRS Publication 1099 for the tax years ending in or after 2025, the minimum threshold for payments that need to be reported on some types of information returns will increase from $600 to $2,000 (and inflation adjustments will begin to apply in 2027);

However, some other special thresholds, such as $10 for payments made for royalties, $600 for gross proceeds from some attorney activity, or $600 for payments made to purchase fish for resale and $5,000 for certain direct-to-consumer sales of tangible personal property for resale, will still apply.  Payments made using a credit/debit card and/or third-party networks that qualify as eligible PSEs will generally be reported by the payment settlement entity to the IRS on Form 1099-K; instead of being reported by the business payer on Form 1099-MISC or Form 1099-NEC.

Which Form 1099 applies to different payment types

How to Manage Form 1099 Compliance Step by Step

Most practical Form 1099 processes are best performed in six steps. Collect the appropriate tax form prior to making your first payment: using Form W-9 for a U.S. payee or the requisite Form W-8 documentation for a foreign payee. Classify both your payee and the nature of your transaction correctly, understanding that many corporate payees are generally exempt from reporting on Form 1099; this means you’ll need to account for certain exemptions (i.e. legal services, gross proceeds to attorneys, some medical or healthcare payments) when determining if you have a Form 1099 requirement.

Track how the payment was made (e.g., via credit card or qualifying third party network) since credit card payments and qualifying third party network payments are generally reported on 1099-K, rather than 1099-NEC or 1099-MISC. Verify the payee’s name and TIN whenever possible using available validation tools. Missing or inaccurate taxpayer information may trigger backup withholding requirements, currently set at 24% under federal rules. File recipient statements and file timely; you must file electronically if you have 10 or more information returns cumulatively. Request additional time to file, if necessary, with Form 8809; however, the extension you request to file does not provide you an additional extension from the IRS for furnishing recipient statements.

Which Businesses Face the Highest Form 1099 Compliance Risks?

Founders, finance managers, startup operators and business owners who have used independent contractors, agencies, advisors, legal counsel, healthcare-related vendors and cross-border service providers will find this subject most relevant. The companies affected are those that did late vendor record clean-up, those that have rapid growth and early-stage companies that have a non-mature financial stack or used multiple payment types (ACH, wire, and card) for their vendors. Special care should be taken with foreign payees because federal tax guidance generally requires foreign persons to provide Form W-8 or Form 8233 rather than Form W-9.

Businesses should not force all international contractors through the process to have domestic contractors file on Form 1099. For companies wanting this process to be managed without them having to hire a full internal finance department, ERB Proximo can help companies streamline this process through bookkeeping, payroll, outsourced CFO services, tax compliance support, investor reporting, and broader financial operations management.

Final Thoughts on Form 1099 Compliance

Form 1099 compliance is an important part of maintaining accurate financial records and meeting federal reporting obligations. Businesses that collect documentation early, classify vendors correctly, track payment methods, and meet filing deadlines can significantly reduce compliance risks. For growing startups and multinational companies, establishing a reliable reporting process can save time, reduce penalties, and support long-term financial scalability.

What Are the Most Common Form 1099 Questions?

Do I need to send a 1099 to an LLC?

It depends on how the LLC is taxed and what type of payment you made. Many payments to corporations are generally exempt, but legal-service payments and certain medical or health care payments can still be reportable.

What is the difference between Form 1099-NEC and Form 1099-MISC?

Form 1099-NEC is used for nonemployee compensation, while Form 1099-MISC is used for several other categories such as rents, royalties, certain other income, medical and health care payments, crop insurance proceeds, and certain gross proceeds paid to attorneys.

Do I send a 1099 if I paid through PayPal, Stripe, or a credit card?

Usually not on Form 1099-NEC or Form 1099-MISC. Those payments are generally reported on Form 1099-K by the payment settlement entity rather than by the business payer.

Can I file 1099s online myself?
Yes. Electronic filing is available through the federal IRIS system, and current rules generally require e-filing if you have 10 or more information returns in the aggregate.

What happens if a contractor never sends a W-9?

That creates risk. A payer may be required to begin backup withholding, currently at 24%, if the payee fails to provide a valid TIN or otherwise triggers backup-withholding requirements.

What happens if I miss the deadline?

Separate federal penalties may apply for failing to file a correct information return on time or for failing to furnish a correct payee statement on time.

Do foreign contractors get a Form 1099?

Not automatically. Foreign persons generally provide the appropriate Form W-8 documentation or, in some cases, Form 8233, rather than Form W-9, so the correct withholding and reporting analysis may be different from a domestic contractor workflow.

הפוסט Form 1099: Everything You Need to Know הופיע לראשונה ב-ERB.

Key takeaways before the first tax deadline

These recommendations are practical and focused on real-world financial management rather than theory. As soon as a company’s first check is received or a dollar is spent, a business bank account should be opened immediately; having a separate banking account for the company protects the owner’s assets and ensures operational readiness.

Once the company opens a business banking account, the owner should develop a recordkeeping system that maintains a clear record of all the income produced and all expenses incurred and may maintain records electronically, provided that the electronic recording system meets the same principles. The next step is to budget for Delaware’s ongoing compliance requirements, including annual report filing fees, franchise taxes, and any recurring professional service costs. Domestic corporations are to file an annual report and pay a franchise tax by March 1 of each year.

For example, the state of Delaware’s franchise tax for domestic corporations is due each year by March 1; there is a $50 annual report filing fee for all domestic corporations unless exempt from such fee; the minimum franchise tax for domestic corporations using the authorized shares method begins at $175, while domestic corporations that use the assumed par value of capital method begin at $400, and if you fail to file on time, you will incur a $200 late fee and 1.5% interest per month on the amount you owe after the due date.

Who Needs This Financial Management Strategy After Delaware Incorporation?

This resource should be useful not only for Delaware C-corporation founders

but international firms looking to open us subsidiary companies, and for first time finance managers and operators preparing to hire employees in the United States. In practice, founders often face financial and compliance obligations at multiple levels simultaneously.

The types of taxes that your business will owe are: federal income tax, estimated income tax, federal employment tax, excise tax and etc…; therefore, even though you incorporated your business in Delaware you still need to verify where you must register or make tax payments; ERB Proximo has developed the service delivery model of establishing a finance setup and integrated compliance coordination not just the process of making a business entity.

7 Critical Financial Tasks for the First 90 Days After Incorporation

Step-by-Step Financial Setup After Delaware Incorporation

A strong post-incorporation process usually looks like this:

• Step 1: obtain the EIN directly from the IRS after state formation, because corporations generally need it to hire, pay federal taxes, and open core business infrastructure, and the IRS issues it free.

• Step 2: open the company bank account using the EIN, formation documents, ownership information, and other bank-required documents, so every incoming and outgoing transaction is clearly business-related.

• Step 3: choose the accounting method on the first tax return-cash if simplicity and immediate cash visibility matter most, accrual if the business needs a fuller operating picture or has complexity such as inventory-and make sure the method clearly reflects income year after year.

• Step 4: set up bookkeeping around bank reconciliation, accounts payable, accounts receivable, payroll, and a monthly balance sheet, because the SBA treats the balance sheet as the foundation of financial management.

• Step 5: build the tax calendar: the IRS says corporations may need estimated tax payments when expected total tax is $500 or more, generally due on the 15th day of the 4th, 6th, 9th, and 12th months of the tax year; Delaware says annual reports and franchise taxes are due by March 1, and corporations owing $5,000 or more in Delaware franchise tax must pay in quarterly instalments.

• Step 6: if founders or employees will be paid, treat payroll seriously: corporate officers are generally employees, employers must withhold federal income tax plus Social Security and Medicare, and only the employer pays FUTA.

• Step 7: keep supporting documents-receipts, invoices, deposit slips, payroll records, and proof of payment-in an orderly system, because the IRS requires records that support the tax return and says employment tax records must be kept for at least four years.

How Strong Financial Records Support Growth and Compliance

With the foundational elements set, you will find that the management of your financing becomes an asset instead of just something to comply with. When you maintain good records, you can keep track of whether you have made progress in your business, prepare accurate financial statements, identify your receipts or revenues, identify your deductions from expenses for income tax purposes, prepare federal and state income tax return forms, and substantiate all of the items reported on those returns.

Balance sheets summarise the activity in the three major components of a corporation: assets, liabilities, and equity; that you should use the same rigorous oversight of day-to-day finance functions; and that your corporation should track cash levels via a bank reconciliation, collections from customers (receivables), payments to suppliers (payables), and payroll.

As it relates to a Delaware corporation, governance should also be geared toward working with the finance function. IRS Publication 583 explains that a corporation should maintain records of board of directors’ meetings and important corporate decisions. This is important to begin doing early in your corporation’s life so that you will continue to have a documented record of how your corporation is operating as it matures and gains a level of organisation.

Final Thoughts on Managing Finances

After incorporating in Delaware, the most effective strategy for managing finances is to separate the funds as soon as possible, establish formal bookkeeping in a timely manner, schedule future federal and Delaware obligations well in advance of when they might result in an emergency; treat payroll and documentation as part of the operating systems from the start.

By doing this, founders can greatly reduce or eliminate penalties incurred due to preventable circumstances, maintain better data, and build a stronger foundation for hiring employees, raising capital and growing one’s business. Founders who require assistance in connecting these separate components can also align their incorporation and financial setup process with ERB Proximo’s incorporation and tax-compliance support model for a seamless transition.

Real-World Example: Why Financial Infrastructure Matters After Incorporation

A fast-growing software company successfully incorporated in Delaware and opened its business bank account shortly afterward. Like many startups, the founders initially managed finances through spreadsheets and basic transaction tracking.

As revenue increased and the company began hiring employees, financial operations became more complex. Payroll administration, tax compliance, monthly reporting, budgeting, and investor requests required a more structured approach.

The company implemented professional bookkeeping, established monthly financial reporting procedures, created a compliance calendar, and introduced regular cash flow monitoring.

Within a few months, management gained better visibility into company performance, improved forecasting accuracy, reduced compliance risk, and significantly strengthened investor readiness.

The lesson is straightforward: incorporation creates the legal entity, but financial infrastructure creates the foundation for growth.

Why Startups Choose ERB Proximo for Post-Incorporation Financial Management

Many founders assume that incorporating a Delaware company completes the setup process. In reality, incorporation is only the beginning.

The real challenge starts after formation, when founders must establish:

• U.S. bookkeeping processes
• Banking infrastructure
• Payroll procedures
• Tax compliance calendars
• Financial reporting systems
• Investor-ready financial records
• Multi-state compliance processes
• Budgeting and forecasting frameworks

ERB Proximo helps startups build and manage this financial infrastructure through a combination of:

• Fractional CFO Services
• Startup Bookkeeping
• Controller Services
• Payroll Coordination
• Tax Compliance Support
• Financial Reporting
• Budgeting & Forecasting
• U.S. Expansion Support

By combining strategic finance expertise with day-to-day financial operations, ERB Proximo helps startups transition from incorporation to scalable growth while maintaining compliance and investor readiness.

Delaware Startup Financial Infrastructure Checklist

Before your company begins scaling, make sure you have:

☐ EIN Registration

☐ U.S. Business Bank Account

☐ Accounting Software

☐ Monthly Bookkeeping Process

☐ Payroll Setup

☐ Delaware Compliance Calendar

☐ Financial Reporting Framework

☐ Budget & Forecast Model

☐ Document Retention Process

☐ Investor Reporting Structure

Key Takeaways

• Obtain an EIN immediately after incorporation.
• Open a dedicated business bank account.
• Implement bookkeeping and recordkeeping systems from day one.
• Track Delaware franchise tax and annual report deadlines.
• Establish payroll procedures before paying founders or employees.
• Maintain organized financial records to support compliance and future growth.

FAQ

When is Delaware franchise tax due for a domestic corporation?

Delaware says domestic corporations must file the annual report and pay franchise tax on or before March 1, and late filing triggers a $200 penalty plus 1.5% monthly interest.

Can I keep using my personal bank account for the corporation?

It is a poor practice. A business bank account helps keep company funds separate from personal funds and supports legal protection, professionalism, and financial readiness.

What records should I keep after incorporation?

Your books should summarize business transactions and show gross income, deductions, and credits, with supporting records such as receipts, invoices, deposit information, cancelled checks, credit-card statements, and payroll documents; employment tax records should generally be kept for at least four years.

Does Delaware incorporation mean I only deal with Delaware taxes?

No. Federal taxes still apply, Delaware annual reporting and franchise tax still apply, and state or local tax obligations can also arise where the business operates or has employees.

How soon should I implement bookkeeping after incorporating in Delaware?

Startups should ideally implement bookkeeping immediately after incorporation and before the first business transaction occurs.

Waiting several months to organize financial records often creates unnecessary cleanup work, increases the risk of compliance issues, and makes fundraising preparation more difficult.

Early bookkeeping helps companies:

• Track cash flow accurately
• Prepare tax filings
• Support investor reporting
• Maintain audit-ready records
• Build reliable financial forecasts

For most startups, implementing bookkeeping during the first month of operations is considered a best practice.

What financial mistakes do founders commonly make after incorporating?

Some of the most common mistakes include:

• Mixing personal and business expenses
• Delaying bookkeeping setup
• Missing Delaware Franchise Tax deadlines
• Ignoring payroll compliance requirements
• Failing to document founder transactions
• Not maintaining board and corporate records
• Waiting too long to implement financial reporting

These issues can create challenges during fundraising, audits, tax filings, and due diligence reviews.

What Investors Expect After Incorporation

Investors rarely evaluate a startup based solely on its product or vision. As companies prepare for fundraising, investors typically expect:

• Organized bookkeeping
• Monthly financial reporting
• Accurate cap table management
• Cash runway visibility
• Board documentation
• Payroll compliance
• Tax compliance
• Forecasting and budgeting processes

Founders who establish these systems early often experience smoother fundraising processes and faster due diligence reviews.

Should I use QuickBooks or NetSuite after incorporating?

Most early-stage startups begin with QuickBooks because it provides sufficient functionality for bookkeeping, reporting, banking integration, and compliance management.

As companies scale, hire employees, operate across multiple entities, or prepare for larger fundraising rounds, many transition to enterprise systems such as NetSuite.

The appropriate timing depends on transaction volume, reporting complexity, and growth plans.

הפוסט Financial Checklist After Incorporating in Delaware: 7 Critical Steps for Startup Founders הופיע לראשונה ב-ERB.

An LLC is a state-law business structure, but federal tax classification usually determines how the founder is paid. A single-member LLC is usually treated as part of the owner’s return, so the founder is generally taxed as self-employed. A multi-member LLC usually defaults to partnership taxation, where members are generally self-employed rather than employees. If the LLC elects S corporation taxation, shareholder-employees must usually take reasonable compensation before non-wage distributions. Good records, a separate business account, and the right filing calendar are essential in every version.

Quick Answer for Founders

• Single-member LLC founders typically pay themselves through owner’s draws.
• Multi-member LLC owners usually receive distributions or guaranteed payments.
• LLCs taxed as S corporations generally require payroll and reasonable compensation.
• Foreign founders cannot generally own shares in an S corporation.
• Proper bookkeeping and tax compliance are essential regardless of structure.

Understanding How LLC Tax Classification Affects Founder Compensation

Many founders assume that forming an LLC answers all their tax and compensation questions. The LLC’s federal tax classification is what ultimately determines how founders can pay themselves, making it one of the most important decisions when structuring the business.

. When it comes to federal income tax, most domestic single-member LLCs are treated as disregarded entities.

In contrast, a domestic LLC with two or more members typically qualifies as having partnership tax treatment unless the members make an election to have the LLC treated as a corporation. Any eligible LLC wishing to be treated as an S Corporation for tax purposes needs to file a Form 2553. Therefore, if you’re looking for the best way to structure the remuneration of founders, your issue boils down to determining the tax classification of your selected business entity, not just figuring out whether you should utilize an “LLC”.

Can a Single-Member LLC Founder Pay Themselves Directly?

Owners of single-member LLCs are subject to self-employment taxes on their federal income tax returns as if they were sole proprietors. This means that they tend to operate under the self-employment rules instead of being classified as W-2 employees by default. In practice, the opening a separate business bank account and only writing yourself checks when you take money out for personal use. Since self-employed individuals do not have any employer withholding from their income, they usually will make estimated tax payments. If the LLC hires employees, it will have employment tax obligations, and it will normally be required to obtain an EIN for filing payroll information.

How Multi-Member LLC Owners Usually Get Paid

An LLC that has two or more members and does not elect corporate taxation is generally treated as a partnership for federal tax purposes, and as such, will require it to file Form 1065; will require it to pass through items to the owners; and will require it to issue each partner a Schedule K-1. Furthermore, all partners (including LLC members treated as partners) performing services on behalf of the partnership are treated as being self-employed rather than as employees of the partnership.

Therefore, they should not be issued W-2s simply because they are working for the business. If the operating agreement of an LLC provides for a fixed compensation to its members, the LLC can pay the members guaranteed payments, which are the payments made to a partner regardless of the amount of partnership income; generally, those payments will be deductible by the partnership and will be taxable to the partner as ordinary income received from the partnership.

What Changes When an LLC Elects S Corporation Taxation?

When an LLC chooses to be taxed as a corporation, it alters the way founders are compensated. In addition to being classified as a corporate officer, who is typically an employee, corporate officers will also be classified as employees for employment purposes, which means wages, withholding, and payroll filing will be required.

If the LLC elects to be treated as an S corporation, a shareholder-employee will be required to receive reasonable compensation prior to the distribution of non-wage benefits, and if an S corporation fails to pay reasonable compensation to its shareholders, the distribution from the corporation’s earnings was, in fact, a distribution of wages.

Because of these two reasons, the setup of payroll, support of the amount paid to employees, and proper documentation is more critical under the S corporation than it would otherwise be. Although an LLC is entitled to elect to be treated as an S corporation, the treatment will be inapplicable to any person who is not an employee of S corporations, making this treatment unavailable for most founders involved with global or cross-border transactions when determining whether to make an S corporation election available to their entity.

5 Practical Steps for Paying Yourself Through an LLC

There are five steps to follow in developing a practical process.

1. Confirming the company’s current federal tax classification and any election previously filed by the LLC; this classification or election determines whether the founder is self-employed, a partner, or an employee of the company.
2. Ensuring that the operating agreement and internal records for the company accurately reflect the actual state of the business; this is particularly important when there are multiple owners/partners in the business, and when guaranteed payments or ownership percentages change.
3. Establishing and consistently using a business bank account. An established business bank account will provide a means to segregate business and personal funds; the maintaining separate accounts and ‘keeping a careful record of all personal withdrawals from the business account.
4. Recording each founder’s payment in accordance with the applicable IRS classification-i.e., an owner withdrawal under single-member default treatment, a distribution or guaranteed payment to a partner under partnership treatment, and an owner or employee wage under corporate treatment.
5. Keeping a calendar of estimated tax payments and employment tax deposits, due dates for annual Federal Forms 1040/1065/1120 (as applicable) that must be filed by April 15 of each year, and state employment tax deposits and returns that must be filed by April 30 of each year. Following these five steps will help ensure that founder compensation does not create a compliance issue in the future.

When Professional Tax and Payroll Support Becomes Important

This topic is particularly relevant for startup founders, growing companies, and businesses operating outside the United States that are expanding into the U.S. market.

Your business’ federal tax status will dictate how payroll is processed, but the state will dictate how to register, file annual reports, pay franchise taxes, have your operating agreement on file and qualify as a foreign entity in states where the company conducts business.

The combination of tax, payroll and registration/recordkeeping is often why founders have questions about founder’s pay that expand into larger Finance/Operations issues. ERB-Proximo provides its services within that larger operational context and includes U.S. entity formation, payroll coordination, bookkeeping/tax compliance and CFO-level support for Israeli and multinational growth companies that are establishing themselves in the U.S.

Real-World Example: Choosing the Right Founder Compensation Structure

An Israeli founder launched a U.S. software company as a single-member LLC while testing the American market. During the first year, the company generated modest revenue and the founder regularly withdrew funds from the business account to cover personal expenses.

As the business grew and began hiring employees and working with U.S. customers, the founder realized that the company’s compensation structure, bookkeeping processes, and tax obligations had become more complex. The business needed a clearer separation between personal and business finances, improved financial reporting, and a more scalable operational framework.

After reviewing the company’s growth plans, hiring strategy, and long-term fundraising objectives, the founder worked with advisors to evaluate the most appropriate tax structure, implement proper accounting procedures, establish payroll processes where required, and improve compliance controls.

The result was a more organized financial operation, stronger reporting capabilities, and a structure better aligned with future expansion and investor expectations.

This example illustrates a common challenge faced by startup founders: paying yourself through an LLC may seem straightforward in the beginning, but compensation decisions often become part of a much larger conversation involving tax planning, bookkeeping, payroll, compliance, and long-term growth strategy.

Why Startups Choose ERB Proximo for U.S. Entity Setup, Payroll, and Financial Operations

Founder compensation is only one piece of building a successful U.S. business.

As startups expand into the United States, founders often face interconnected challenges involving:

• U.S. entity formation
• LLC and Delaware C-Corp structuring
• Payroll setup
• Founder compensation planning
• Bookkeeping and accounting
• Tax compliance
• Financial reporting
• Cash flow management
• Investor readiness

ERB Proximo helps international startups build the financial infrastructure required to operate successfully in the U.S. market.

Through a combination of CFO Services, bookkeeping, controllership, payroll coordination, tax compliance support, budgeting, forecasting, and financial reporting, ERB Proximo helps founders establish scalable processes that support both day-to-day operations and long-term growth.

Whether a company is determining how founders should be compensated, preparing for fundraising, hiring employees, or expanding into multiple states, ERB Proximo provides the financial expertise needed to support informed business decisions and sustainable growth.

Key Takeaways for LLC Founders

• Single-member LLC founders typically use owner’s draws.
• Multi-member LLC owners often receive distributions or guaranteed payments.
• S corporation taxation generally requires payroll and reasonable compensation.
• Foreign founders usually cannot qualify for S corporation ownership.
• Proper bookkeeping and tax compliance remain essential regardless of structure.

FAQ

Can I pay myself a salary from my LLC?

Yes, but generally only if the LLC is taxed as a corporation. Under default single-member and partnership-style LLC taxation, the owner is generally treated as self-employed rather than as a regular employee.

Do LLC owners get a W-2?

Partners in a partnership-taxed LLC should not be issued a W-2, while corporate officers are generally employees. So, the answer depends on whether the LLC is being taxed under partnership or corporate rules.

Should I issue myself a 1099 from my LLC?

No. You cannot decide worker status-including your own-simply by issuing a Form W-2 or Form 1099-NEC. Form 1099-NEC is used to report payments to others who are not your employees.

Can a foreign founder own an LLC and later choose S corporation taxation?

A foreign person can be an LLC member, but an S corporation may not have non-resident alien shareholders. That means the S corporation route is not automatically available to every cross-border founder.

Do I need payroll for my LLC from day one?

No. Whether payroll is required depends on how the LLC is taxed. Single-member and partnership-taxed LLCs generally do not pay founders through payroll, while LLCs taxed as corporations typically do.

הפוסט Can Founders Pay Themselves Through an LLC הופיע לראשונה ב-ERB.

The shortest useful answer is this: get the financial statements clean, confirm who owns the IP, verify the cap table and stock records, organize key contracts, and make sure the company can prove its approvals and compliance history without scrambling. ERB Proximo is especially relevant in that context because it presents its startup offering around outsourced CFO, accounting, payroll, scalable finance operations, and acquisition readiness for growth-stage companies that need diligence-ready infrastructure before a buyer arrives.

For startup companies, mergers and acquisitions are not edge-case events. Acquisition as a common exit route for founders and investors, especially when IPO alternatives are limited. Recent U.S. market data shows that transactions involving private companies continue to represent a significant share of overall M&A activity. As a result, acquisition readiness has become an important strategic priority for many startup companies.

Key M&A Readiness Factors Every Startup Should Address

To put it differently: A startup company preparing for a merger, acquisition, or strategic transaction needs both financial readiness and legal certainty. The company should be able to demonstrate accurate financial reporting, clear ownership records, complete corporate governance documentation, and properly documented intellectual property rights. Acquisitions, mergers, and integrations can take place more easily if the startup has the following information available;

Current (at least outstanding balance as of today, but also prior historical balances); consistent accounting records (same fiscal year-end); stock transfer history (for the last several years); current and complete board and share record-keeping; current and completed tax records (at least from previous two years); documented ownership of patents, trademarks, copyrights, etc.

All buyers, regulators, and investors look at different components of a startup but are using multiple variations on the same issue-i.e., Can the buyer provide adequate documentation to prove its ownership rights, obligations, and who has the authority to execute the transaction?

Which Startup Companies Should Prepare for a Merger or Acquisition?

The purpose of this guide is to assist startup founders, finance leaders, and board members at Seed through Growth Stage companies (with a particular focus on those growing across borders) and who are in the process of preparing for a strategic exit conversation. In addition, this guide should also be used by companies that have yet to develop their own internal finance teams. ERB Proximo is one of the leading providers of CFO services, accounting, payroll, tax compliance, financial reporting, and assistance with the U.S. Entity Setup process as well as support with the preparation of due diligence documentation-which are all very critical aspects of back-office discipline that will significantly impact the speed at which an acquisition process can progress through to completion.

What Are the Main Stages of a Startup Merger or Acquisition?

The process of forming a successful partnership or acquisition typically occurs in six phases. These are as follows:

Stage 1: Strategy and Deal Structure

The process begins by defining the strategic objectives of the transaction. At this stage, the parties determine whether a merger, stock purchase, or asset purchase is the most appropriate structure. The chosen structure can significantly affect taxes, liabilities, ownership rights, and the overall value of the deal.

Stage 2: Company Preparation

Before discussions advance, the startup should organize its key records and documentation. This typically includes financial statements, tax filings, contracts, intellectual property records, permits, employment agreements, and corporate governance documents. Proper preparation can reduce delays and improve buyer confidence during the review process.

Stage 3: Due Diligence

During due diligence, the buyer evaluates the company’s financial performance, legal compliance, intellectual property ownership, customer relationships, operational processes, and overall risk profile. Startups often use secure virtual data rooms and controlled-access procedures to protect sensitive information while providing the necessary documentation for review.

Stage 4: Negotiation of Price and Terms

Once due diligence is substantially complete, both parties negotiate the financial and legal terms of the transaction. Discussions commonly include valuation, payment structure, cash consideration, stock consideration, earnout provisions, escrow arrangements, representations and warranties, and post-closing obligations.

Stage 5: Approvals and Regulatory Filings

Before the transaction can close, the parties must obtain all required approvals. These may include board approvals, shareholder approvals, tax-related filings, and regulatory reviews. Depending on the size and structure of the transaction, additional antitrust, national security, or industry-specific approvals may also be required.

Stage 6: Closing and Post-Merger Integration

The final stage involves completing the transaction and integrating the organizations. Key integration areas often include finance, accounting, payroll, tax compliance, reporting systems, operational processes, employee onboarding, and technology infrastructure. A well-planned integration process can help maximize the value of the transaction and support long-term growth.

The reality is that successful startup acquisitions begin long before the transaction documents are signed. Companies that maintain accurate financial records, organized corporate documentation, and strong operational controls are often better positioned to move through the acquisition process efficiently.

Where the rules and risks change

Where the startup is formed; the location it does business; and the identity of the acquiring company all contribute to the changing risk profile of startup M&A. A Delaware corporation transfer via merger is typically approved by the Board of Directors of the merging company, and the merger agreement will typically be sent out to the stockholders for their approval and vote; regular appraisal rights may be available in some mergers based on either structure or consideration. If the acquired company is large enough to be subject to federal antitrust laws, then the merger is subject to premerger notification and waiting period under Hart-Scott-Rodino before the merger can close.

If CFIUS approval is required for the acquisition based on foreign investment or foreign control, then CFIUS may impose its own restrictions on the merger and may also watch non-controlling investments. Patent ownership changes should be recorded at the USPTO, and copyright ownership changes should be registered with the U.S. Copyright Office. Assets, when they are acquired as part of a merger, will typically need Form 8594 reported; an M&A transaction that includes change of control or changes to the capital structure will often have Form 8806 filed.

In short, while M&A will typically only be one project of a startup, there will be multiple aspects (corporate, tax, regulatory, document) of M&A that will occur at the same time as the primary M&A process.

Why Early Preparation Can Increase Startup Acquisition Success

A startup will seldom achieve (to an extent) if you only have great slides. Most start-up transactions will likely get done because they have timely answers to diligence, are able to show an acquisition with clear documentation of ownership (OR have clear rights to document ownership), can substantiate their financials and have no unexpected delays in getting through the approval process. Hence, operational infrastructure; good bookkeeping discipline; and early preparation for the transaction play an important role. Thus, firms like ERB Proximo consider acquisition readiness to be an operational capability rather than a last-minute task.

Real-World Example: How Financial Readiness Accelerated an Acquisition Process

A U.S.-based technology startup preparing for acquisition by a strategic buyer discovered that one of the biggest challenges was not valuation—it was documentation.

Although the company had strong revenue growth and an attractive product, the buyer requested detailed financial statements, historical payroll records, board approvals, equity documentation, and supporting schedules for due diligence.

Because the company had already implemented structured financial reporting, monthly management reports, organized accounting records, and a centralized documentation process, the due diligence phase moved significantly faster than expected.

The buyer was able to verify key financial information quickly, reducing delays and minimizing the number of follow-up requests.

This example highlights a common reality in startup M&A transactions: companies that invest in financial infrastructure before a transaction often experience a smoother diligence process and fewer obstacles during negotiations.

Key Takeaways

• Startup acquisition readiness should begin long before buyer discussions start.
• Clean financial records can significantly accelerate due diligence.
• Intellectual property ownership should be clearly documented.
• Accurate cap table and equity records help avoid transaction delays.
• Regulatory, tax, and corporate approvals may affect closing timelines.
• Professional financial management can improve acquisition readiness and transaction efficiency.

Frequently asked questions

What is the difference between a merger and an acquisition?A merger combines entities under a merger agreement, while an acquisition may be structured through the purchase of voting securities or assets. In practice, startup deals can use any of these structures depending on tax, liability, and approval considerations.

Do all startup acquisitions require an FTC filing?
No. Only certain larger transactions trigger Hart-Scott-Rodino filing requirements, and the thresholds are updated annually. Some transactions are also exempt.

What should founders organize before buyer diligence begins?
Start with financial statements, balance sheet support, stock and board records, major contracts, permits, tax files, and IP ownership documents. Those are the records buyers most often need to validate the business quickly.

Can foreign investors or foreign buyers trigger extra review?
Yes. CFIUS can review transactions that may result in foreign control of a U.S. business, and in some cases, it can also review certain non-controlling investments and real-estate transactions.

Does an asset deal create different tax reporting than a stock or merger deal?
Often yes. If a trade or business is sold as a group of assets, both seller and purchaser generally use Form 8594, and acquisitions of control or substantial changes in capital structure can also require reporting on Form 8806.

Can shareholders ask for appraisal rights in a Delaware merger?
Sometimes. Delaware law provides appraisal rights in certain mergers, but availability depends on the transaction structure and what shareholders are receiving as consideration.

What is a startup acquisition?
A startup acquisition occurs when another company purchases the startup’s stock, assets, or business operations.

Why do startups get acquired?
Startups are often acquired to gain technology, talent, customers, intellectual property, or market share.

Why Startups Choose ERB Proximo for M&A Readiness

Successful acquisitions rarely depend on financial performance alone. Buyers, investors, and advisors expect startups to demonstrate operational maturity, financial transparency, and well-documented business processes.

ERB Proximo helps startup companies build the financial infrastructure required to support growth, fundraising, and potential acquisition opportunities.

Through a combination of:

• Fractional CFO Services
• Startup Accounting & Bookkeeping
• Financial Reporting
• Controller Services
• Payroll Management
• Tax Compliance Coordination
• Budgeting & Forecasting
• U.S. Entity Setup Support
• Investor & Due Diligence Preparation

ERB Proximo helps founders establish the systems and reporting processes that buyers frequently review during mergers and acquisitions.

Rather than treating acquisition readiness as a last-minute project, ERB Proximo helps startups develop scalable financial operations that support both day-to-day decision-making and future strategic transactions.

Whether a company is preparing for fundraising, international expansion, or a potential exit, a strong financial foundation can significantly improve transaction efficiency and reduce execution risk.

For more information contact us.

הפוסט Guide to Mergers and Acquisitions for Startup Companies הופיע לראשונה ב-ERB.

Core Setup

The first accounting decision is choosing an entity because your entity affects your taxes and the forms you will file with the government. According to SBA resources, your structure will affect your taxes and liability. The IRS also states that the type of business determines what type of tax return will be filed on a business. In the case of LLCs specifically, the IRS has ruled that a single-member LLC is treated for tax purposes as if it has elected not to be taxed but as a corporate entity, unless the entity elects to be taxed as a corporation. When there are two or more members, a multi-member LLC is a partnership, unless it elects to be taxed as a corporation.

After registering your business, you should obtain your EIN as soon as possible. According to the SBA, you need an EIN to pay federal taxes, hire employees, open a bank account, and apply for licenses. The IRS states that all businesses formed must be registered with their state before applying for an EIN, and once registered, the EIN can be used immediately when applying for a bank account or licenses.

The next step is to set up an accounting system to demonstrate clearly the income and expenses of your business. The IRS has ruled that as long as the system used can be shown to accurately report the income and expenses of the business, any type of recordkeeping is permissible as long as there is a summary of all transactions recorded in journals and ledgers and the business checking account is the primary source for transactions for most small businesses. This means the business should be established with a chart of accounts that follows the structure of the financial statements used by the business (ex. assets, liabilities, equity, revenue, cost of sales, employee payments, taxes and operating expenditures). The SBA recommends that someone within the organization have oversight for the management of receivables, payables, cash, bank reconciliation and payroll.

When recording cash, there are straightforward records reflecting cash activity: cash records establish income at the time it is earned and expenses at the time they are incurred, respectively. The IRS has stated, “generally speaking,” a business must maintain inventory for businesses that produce, purchase or sell goods, and the method of recording sales/purchases should follow the accrual accounting method, but there are some situations where exceptions to this general rule apply to businesses.

Tax and Workforce Compliance

Before you can run your first payroll, you must set up payroll. SBA outlines payroll setup with simple steps: acquire your EIN, qualify for any state or local tax ID, determine if your workers are either employees or contractors, collect Form W-4 from all employees, select a payroll provider, and remit payroll taxes to any applicable federal or state tax agencies on a quarterly or annual basis.

One of the most important pieces of information in managing payroll is the classification of your workers as either employees or independent contractors because there are significant differences between how employers withhold, remit, and report payroll taxes for each type of worker. For all workers classified as employees, the employer must withhold and remit federal employment taxes (income tax and both share of FICA) for his/her employee; the employer must also pay the employer’s share of the FICA tax and unemployment tax; finally, the employer must issue W-2 to the employee at the end of the year. In the case of independent contractors, either will report the income received via 1099-NEC at tax time, but just possessing the contractor’s 1099-NEC does not automatically create the contractor’s independent contractor status with you. Classification depends upon the totality of the relationships between the workers and the employer as well as on the level of control, independence, and the entire working relationship.

Sales taxes are typically assessed based on the seller’s place of business, and while the IRS does not consider sales taxes collected from purchasers and remitted to state or local taxing authorities as income; as indicated in SBA’s guide, each state may have a different procedure to approve the sales tax rate, and there are different criteria for registering to collect sales tax; if you conduct sales in more than one state or if you have multiple business locations, you must verify the applicable rules and requirements with the revenue departments of any and all states in which you are conducting business. At the state level, please note that withholding taxes, unemployment insurance, sales taxes, and filing of annual business filings are all managed by the state; therefore, it is critical for you to keep track of each state’s requirements with regards to compliance.

Capitalization, Reporting, and Controls

A startup should quickly put into place a capitalization policy, as not all purchases made by a startup will require an expense to be incurred immediately. The Internal Revenue Service states that costs incurred before a business begins operations generally will qualify as capital expenses and further provides that businesses may take a maximum deduction for business organization and start-up expenses of $5,000 and may recover the balance of those expenses over a period of 180 months once the business has started operating. From a tax perspective, the IRS provides a de minimis safe harbor for some tangible items for up to $5,000 per invoice or item when the business has prepared an applicable financial statement and up to $2,500 per invoice or item for items for which the business does not have an applicable financial statement as long as the business meets the criteria for making the election. The capitalization policy must clearly detail which items will be expensed, which will be capitalized, and which items will be included in the company’s books and records for amortization or depreciation.

Preparation of the company’s financial statements is not limited to tax compliance reporting. According to the Securities and Exchange Commission (SEC), the financial statements that are to be included in the Financial Statements of a company are the balance sheet, the income statement, the statement of cash flows, and the statement of shareholders’ equity. The Securities and Business Administration (SBA) reports that the balance sheet provides the structure from which the company will track the company’s capital, assets, liabilities, and equity, as well as states that publicly held companies are not required to follow Generally Accepted Accounting Principles (GAAP). However, companies that anticipate obtaining funding from outside sources or are subject to an audit or other outsider scrutiny will find it advantageous to prepare accounting records that will allow them to prepare their monthly, accrual-based, GAAP-compliant financial statements.

As a minimum requirement, companies should implement internal control policies and procedures that require appropriate authorization for all transactions, including but not limited to approval limits, restricted access to bank accounts and payroll systems, documented journal entries, and independent review of reconciliations, as the SEC defines an internal control system to mean a formal set of procedures to protect the company’s assets and to ensure that every transaction is accurately approved and recorded.

Lastly, record retention should follow IRS retention policy, which consists of a three-year retention period for most tax-related records, four years for employee-related records, and longer than three or four years regarding bad debt or worthless securities claims. According to the SBA, founders may use their CPA or bookkeeper, or an online bookkeeping service, to assist with the establishment of a capitalization policy. Another practical benchmark for establishing a controller position is $10 million to $20 million in revenue; however, in cases where the company has significant quantities of inventory, operates in multiple states, has significant debt, or has significant investor reporting obligations, the company will benefit from having a controller position in place prior to reaching such revenue levels.

Software Comparison

FAQ

Should a startup default to cash accounting?

Cash is simpler, but accrual is often the better foundation if you sell merchandise or need more standardized financial reporting.

Do founders really need a separate business bank account?

Yes. SBA says separate accounts keep personal and business funds distinct, and the IRS says the business checking account is usually the primary source for book entries.

Can a startup put a worker on a 1099 just because that is easier?

No. The IRS says worker status depends on the facts of control and independence, not on whether you issue a 1099-NEC or W-2.

How long should records be kept?

Generally, three years for most tax records, but employment tax records should be kept at least four years, and some situations require longer retention.

Why ERB Proximo Fits?

ERB Proximo is a suitable publisher for this topic because founders need one practical guide that connects startup formation, tax registration, payroll, bookkeeping, and reporting controls into a single operating framework. This subject is most useful when presented as implementation guidance rather than abstract theory, which makes it a strong fit for a U.S. business-services audience.

הפוסט What Accounting Setup Does a Startup Need in the US? הופיע לראשונה ב-ERB.

ERB Proximo is a strong venue for this topic because its public materials emphasize startup accounting, payroll, tax, and CFO support-the same functions founders must coordinate when these taxes begin to matter.

Comparison briefly

How sales tax applies to startups

The sales tax isn’t something you pay on profit as a business owner. When starting a company, consider four fundamental questions about the sale of products/services: What products/services am I offering? Where do I have sales tax nexus? Am I selling products/services directly or through a third-party market? Have I registered with the proper state and local jurisdictions prior to selling my products/services?

Most states impose tax on tangible property with clearly defined rules about whether there is a sales tax for certain services/software. However, the rules vary from state-to-state.

You could have nexus (or a tax obligation) in a particular state due to physical presence, including storage/warehousing of inventory, as well as remote sales through sales thresholds identified by each affected state. For example: California uses a $500K threshold for the number of sales shipped/delivered to customers in California; Texas requires that a seller with more than $500K in sales in that state register and collect sales taxes; and New York requires registration and collection by sellers with more than $500K in sales plus more than 100 transactions. Sales made by a marketplace may be counted towards these thresholds.

Marketplace laws generally transfer the responsibility for collecting/remitting sales taxes for tangible goods from sellers to a marketplace (i.e., an online platform) on behalf of the seller; however, direct sales from the seller’s website remain with the seller. Further, other non-covered transactions will be the seller’s responsibility to register and collect sales. Most states require registration before you can collect sales tax.

Frequency of filing will range anywhere from monthly to annually; non-collecting sellers may have a regulatory requirement to file an annual return, even if they do not owe any sales tax. The differences in statewide sales tax rates demonstrate the breadth of variability across states: California has a state base rate of 7.25% plus a district tax; Texas has a state base rate of 6.25% plus up to 2% in local taxes; and New York has a state base rate of 4% plus local add-ons.

How income tax applies to startups

The IRS rules dictate that income tax gets assessed based on where the income is earned and not based on what transactions a customer has with you. A C corporation is a separate taxpayer which may result in the possibility of double taxation should the profits be distributed out later as dividends to shareholders. Partnerships typically file an informational return and do not pay a federal income tax while S corporations typically pass all their income/losses/deductions and credits through to their owners.

A C corporation’s income tax is based off Form 1120, and the federal corporate tax rate (21%) applies to the taxable income of the C corporation. Sole proprietors, partners, or S corporation shareholders will typically have to make estimated payments if they are expecting $1,000 or more owed in taxes whereas corporations will typically make estimated payments if they are expecting $500 or more owed in taxes. If there are employees working for the startup, then the employer must withhold federal income tax, file Form 941 quarterly, and will deposit employment taxes based upon previous liability with either a monthly or semiweekly schedule.

There are two startup-friendly items in federal taxation that will provide the greatest benefit: the IRS permits a maximum startup/organizational cost deduction of $5,000 (subject to phaseout), and qualified small businesses are allowed an election up to $500,000 for the research credit that is available against the employer’s share of Social Security tax.

Practical scenarios and common pitfalls

While a SaaS company selling remotely will likely have minimal exposure to sales tax at startup (assuming its product is not taxable in applied states or that it hasn’t established nexus) it will still be required to report annual income tax, pay estimated taxes as a pass-through entity and withhold payroll tax from employees once hired. A product company that sells through its own website and a marketplace will likely generate sales tax compliance sooner due to the presence of inventory in a fulfillment centre.

A founder-run corporation cannot take all cash out in the form of distributions; rather, under IRS regulations, shareholder-employees must be paid reasonable salaries before they can take non-wage distributions. Common mistakes include assuming that “online only” items are exempt from sales tax, if the collection by a marketplace eliminates the seller’s obligation or liability, omitting zero returns or forgetting to file quarterly estimates. The steps to successfully set up your business for complying with these rules are as follows: get an Employer Identification Number (EIN), select a tax classification, register for sales tax permits where nexus exists before beginning to collect, then add payroll compliance as soon as employees have been hired.

FAQ

Can a startup owe sales tax even if it has no profit?

Yes. Sales tax usually depends on taxable sales and nexus, not profitability.

If a marketplace collects tax, am I done?

Not always. Direct sales, threshold calculations, registration, and recordkeeping may still matter by state.

Do pass-through startups avoid tax?

No. They usually avoid entity-level federal income tax, but owners still report and pay tax on their share of income.

Can I skip a sales-tax return if I had zero sales?

Often no. Once registered, many states still require a timely zero return.

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