Why US Expansion Starts Long Before The First Customer

For many Swiss startups, entering the US market feels like a natural next step. The United States offers access to one of the world’s largest customer bases, a deep pool of investors and, in sectors such as biotech, medtech and software, significant opportunities for growth. Yet while founders often focus on market potential, customers and fundraising, the biggest challenges of US expansion frequently emerge long before the first sale.

The reality is that expanding into the United States is not simply a matter of setting up a legal entity and hiring a local team. Decisions about corporate structure, taxation, intellectual property, governance and investor readiness can shape a company’s future for years to come.

This was one of the key messages from a recent Swiss Startup Association webinar featuring Michael Mosimann, Partner and Head of the Start-up Desk Switzerland at Eversheds Sutherland, together with US-based colleagues Evan Johnson and Nicholas Hillman. While the discussion covered topics ranging from corporate structures to foreign investment reviews, a common theme emerged throughout the session: successful US expansion starts with preparation. As Johnson noted, “the consequences of getting any of those rules wrong from day one can be very costly, and it’s best to set it up correctly at the start rather than fixing it later.”

Expansion Is a Company Design Exercise

Many founders approach expansion as an operational milestone. Once product-market fit is established and international demand begins to emerge, the focus naturally shifts towards opening offices, hiring employees and generating revenue. However, the webinar highlighted that some of the most important decisions happen before any of those activities begin.

Founders need to think carefully about how a US operation fits into the broader company structure. Should the American entity be a subsidiary or eventually become the parent company? Where should intellectual property sit? Which investors are likely to participate in future funding rounds? What does a potential exit look like?

These questions are often postponed because they seem premature. Yet according to the speakers, restructuring later can be both expensive and disruptive. Decisions made during the early stages of expansion can directly influence future fundraising opportunities, tax efficiency and acquisition scenarios.

The lesson for founders is simple: treat expansion as a strategic design decision, not an administrative process.

What Works in Switzerland May Not Work in the United States

One of the most practical pieces of advice from the webinar was also one of the simplest. Do not rely just on what you know from a Swiss perspective.

Many founders assume that business practices, legal structures and employee incentives that work well in Switzerland can be replicated in the US. In reality, the two systems differ significantly. Employee expectations are one example. Health insurance and benefits often play a far greater role in attracting and retaining talent in the US than they do in Switzerland. Employment rules also vary across states, creating additional complexity for growing companies.

Employee participation plans present another challenge. A structure that is tax-efficient and founder-friendly in Switzerland may create unexpected consequences in the US. Michael Mosimann specifically highlighted employee participation plans as an area that deserves careful attention before expansion begins.

The same applies to intellectual property, data privacy and regulatory compliance. US trademark protection, for example, does not automatically follow from Swiss registrations, and data privacy rules differ substantially from the European framework many founders are familiar with. Successful founders recognise that entering a new market often requires rethinking assumptions, not simply replicating existing structures.

Small Operational Decisions Can Become Expensive Problems

When founders think about international expansion, they tend to focus on big strategic questions. Yet many of the most common mistakes occur in areas that initially appear routine.

Opening a US bank account, for example, can take significantly longer than expected for a newly established foreign-owned entity. Intellectual property registrations require separate consideration. Visa processes often take more time than anticipated. Tax obligations can arise not only at the federal level, but also across multiple states and municipalities. None of these issues are particularly glamorous. However, together they form the operational foundation of a successful expansion.

The webinar repeatedly reinforced a broader point: founders should view compliance, governance and operational readiness as growth enablers rather than administrative burdens. Strong foundations create flexibility. Weak foundations often create distractions precisely when leadership attention is needed elsewhere.

Investor Readiness Now Includes Regulatory Readiness

Another theme that surfaced during the webinar was the increasing overlap between fundraising and regulation. Nicholas Hillman discussed the growing importance of CFIUS, the Committee on Foreign Investment in the United States, which reviews certain transactions involving foreign investors and US businesses. While many founders associate these reviews with large acquisitions, they can also become relevant for venture-backed technology companies, particularly those dealing with sensitive personal data, critical technologies or strategic infrastructure.

The key takeaway was not that founders should worry about regulatory reviews. In fact, Hillman emphasised that most transactions are approved without issue when managed properly. Instead, founders should recognise that regulatory diligence increasingly belongs alongside legal, financial and commercial diligence. As startups become more global, investor readiness and regulatory readiness are becoming increasingly interconnected.

Key Takeaways for Founders

• Treat US expansion as a strategic company-building exercise, not just a market-entry project.
• Make structural decisions with future fundraising, investor expectations and exit scenarios in mind.
• Challenge assumptions about employment, governance, taxation and employee incentives.
• Build operational foundations early, including banking, intellectual property and compliance planning.
• Understand that regulatory considerations can influence investment and growth opportunities.
• Invest in preparation now to avoid costly restructuring later.

Final Thoughts

For many startups, expansion into the United States represents a significant milestone. It signals ambition, growth and the possibility of reaching customers and investors at an entirely different scale. Yet the founders who navigate this transition most successfully are often those who understand that expansion starts long before a company crosses a border. They recognise that legal structures, governance frameworks and operational decisions are not separate from growth. They are part of growth. The companies that prepare early gain more than compliance. They gain flexibility. They gain credibility with investors. And perhaps most importantly, they avoid spending valuable time fixing problems that could have been prevented from the beginning. In that sense, successful US expansion is less about entering a new market and more about building a company that is ready for the opportunities that market creates.

About the Webinar

This article is based on the webinar Conquering the US Market: Legal Strategies for Swiss Startups, hosted by the Swiss Startup Association in partnership with Eversheds Sutherland. The session featured Michael Mosimann, Attorney-at-law and Head of the Start-up Desk Switzerland, Evan Johnson, Attorney-at-law specialising in Corporate and M&A matters, and Nicholas T. Hillman, Senior Associate specialising in Global Trade, National Security and Foreign Investment. Together, they shared practical insights into the legal, operational and strategic considerations Swiss startups should address before expanding into the United States.

Access the full webinar replay in the Swiss Startup Association Education Library, free for members. Not a member yet? Join the community and get access to practical sessions that help you protect your business before something goes wrong. 

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