For International Business Owners with US Operations
Is Your US Entity Actually Controlled in the United States?
Professional US-based Director services that satisfy IRS requirements, protect your tax structure, and provide strategic governance—not just paperwork.
If you're a foreign business owner with a US corporation, LLC holding, or blocker entity, US tax authorities expect more than just an address. They require demonstrated US control through qualified, independent directors who actively govern your entity. Without it, you risk adverse tax consequences, regulatory scrutiny, and potential piercing of your corporate structure.
The Risk You May Not See
Three Critical Mistakes International Business Owners Make with US Entities
1
Confusing a Registered Agent with a Director
The Mistake
Assuming that having a registered agent in Delaware satisfies US control requirements.
Why It's Dangerous
A registered agent is an administrative service that receives legal mail. They don't govern your company, make decisions, or fulfill fiduciary duties. The IRS looks for genuine decision-making authority within the United States.
The Consequence
Your blocker corporation structure could be challenged, pass-through tax treatment questioned, and you could face adverse tax determinations costing hundreds of thousands of dollars.
2
Having All-Foreign Board Composition
The Mistake
Your US entity's board consists entirely of directors located outside the United States, with all board meetings happening in your home country.
Why It's Dangerous
This creates evidence that control and management actually occurs outside the US, contradicting the fundamental premise of your US entity.
The Consequence
Loss of tax benefits, potential double taxation, regulatory scrutiny, and weakened corporate liability protection.
3
No Proper Documentation of US Governance
The Mistake
Failing to maintain proper US board minutes, resolutions, and documentation showing regular governance activities.
Why It's Dangerous
During an audit or tax examination, you need to prove that your US entity was legitimately controlled in the US. Without proper documentation, you have no defense.
The Consequence
Pierced corporate veil, loss of liability protection, denied tax positions, and potential personal liability.
Reality Check:
If you can't answer "yes" to all three of these questions, you have a governance gap:
- Do you have at least one qualified, US-based director on your board?
- Does that director actively participate in quarterly governance activities?
- Do you maintain complete US board minutes and resolutions for all material decisions?
If you answered "no" to any of these, you need US Director Services.
The Solution
Professional US Director Services: Legitimate Governance That Protects Your Structure
This isn't a nominal role. It's comprehensive fiduciary leadership that ensures your US entity operates in full compliance while supporting your business objectives.
When you engage US Director Services from Novel Profit Advisors, you're not getting a rubber stamp. You're getting an experienced, qualified US-based director who takes fiduciary responsibilities seriously.
What "Independent Director" Actually Means:
Duty of Care
Exercising informed business judgment on all corporate decisions, reviewing financial performance, and ensuring compliance with state corporate requirements.
Duty of Loyalty
Acting in the best interests of the corporation and its shareholders, avoiding conflicts of interest, and maintaining strict confidentiality.
Duty of Good Faith
Operating with honesty and integrity, ensuring the corporation functions within legal frameworks, and overseeing risk management.
These aren't theoretical concepts. These are legal obligations I take seriously—and they're exactly what the IRS expects to see when evaluating US control.
What You Get
Comprehensive Director Services: What You Actually Get
Quarterly Governance Reviews
Format: Virtual video conference (1-2 hours)
Frequency: Four times per year
What We Cover:
- Review financial statements and operational performance
- Assess compliance with Delaware (or applicable state) corporate requirements
- Review and approve member distributions and dividend payments
- Approve material transactions and corporate actions
- Document all decisions with proper board resolutions
- Coordinate with your accounting firm
- Address any governance or compliance questions
Why It Matters:
Regular, documented board activity demonstrates genuine US control and creates the evidence trail you need to defend your tax position.
Annual Strategic Planning Session
Format: In-person meeting (half-day)
Location: United States when you're visiting, or your home country (as mutually agreed)
What We Cover:
- Comprehensive review of corporate structure and tax efficiency
- Evaluate investment strategies for accumulated capital
- Assess potential restructuring opportunities
- Review D&O insurance coverage and risk management
- Plan governance activities and strategic priorities
- Ensure long-term alignment between US operations and global goals
Why It Matters:
Deep strategic oversight ensures your US entity continues to serve your broader business objectives while maintaining compliance and efficiency.
Complete Documentation & Record-Keeping
What's Maintained:
- Corporate minute books with all board resolutions
- Annual state franchise tax filings
- Documentation of all material decisions and approvals
- Quarterly written reports to shareholders
- Coordination with your external advisors
- Compliance calendar to ensure no deadlines are missed
Why It Matters:
During an audit, sale, or legal dispute, proper documentation is your defense. We maintain institutional-quality records for your US entity.
Responsive Availability
Response Times:
- Routine matters: 24-48 hours
- Urgent matters: Same-day response
- Emergency decisions: Immediate availability via phone
Communication Methods:
- Email for routine correspondence
- Video conference for substantial discussions
- Phone for urgent matters
- In-person for annual sessions
Why It Matters:
Business doesn't stop for board meeting schedules. When you need director approval for a time-sensitive matter, you get it.
Strategic Business Insight (Not Just Compliance)
Unlike corporate service providers who simply fulfill minimum requirements, I bring:
- Real-World Business Experience: Former Danaher Corporation executive, entrepreneur, and business scaler
- Strategic Thinking: Insight on growth, efficiency, and value creation
- Industry Knowledge: Experience across technology, manufacturing, healthcare, professional services
- International Perspective: Understanding of cross-border business dynamics
Why It Matters:
You get a director who can contribute strategic value, not just check boxes. Many clients find I can spot opportunities or risks they hadn't considered.
Optional Add-On: Business Advisory Services
Director services are specifically limited to governance duties. However, if you're interested in separate business scaling, AI integration, or market expansion advisory services, we can discuss a complementary engagement. This maintains clean separation between fiduciary duties and advisory consulting.
Is This Right for You?
Is This Service Right for Your US Entity?
Ideal Client Profile:
- International Business Owner — You're based outside the US but have established US operations, entities, or holding structures.
- Substantial US Revenue — Your US entity generates $5M-$50M+ in annual revenue.
- Tax-Efficient Structure — You've set up a blocker corporation, C-Corp holding company, or similar structure for tax optimization.
- Compliance-Conscious — You understand that proper governance isn't optional, and you're willing to invest in doing it right.
- Growth-Focused — You're building a valuable enterprise and want a director who thinks strategically.
- Located in North America, Europe, Asia-Pacific — Most clients come from Australia, Canada, UK, EU, Israel, Singapore, New Zealand.
Common Scenarios:
The Australian Entrepreneur
Based in Sydney, you own 50% of a US LLC generating $28M annually through a C-Corporation blocker entity. You need a US-based director to demonstrate control and satisfy IRS requirements.
The European Market Entrant
Your London-based company is establishing US operations. You've formed a Delaware corporation and need qualified US directors who understand both international business and US corporate governance.
The Canadian Cross-Border Business
You're in Toronto with significant US business. Your tax advisors recommended a US blocker entity, and you need an independent US director to maintain the integrity of that structure.
The Global SaaS Company
Your software company is based in Tel Aviv, Berlin, or Singapore, with rapidly growing US customer base. You've established a US entity and need proper governance as you scale.
This Service Is NOT For:
- Businesses under $5M in US-related revenue
- Entities with no meaningful US operations or revenue
- Those looking for the cheapest possible solution
- Business owners unwilling to invest in proper governance
- Entities that don't require strategic-level oversight
Industries We Serve:
Technology & Software • E-Commerce & Consumer Goods • Manufacturing & Distribution • Professional Services • Healthcare & Wellness • Financial Services • Real Estate Holdings • Media & Entertainment
Your Director
Why Choose David Savage as Your US Director
This isn't my first board. And it's not just a title for me—it's a serious fiduciary commitment backed by decades of corporate governance experience.
Proven Board Experience
I've served on boards for large corporations, entrepreneurial ventures, and privately-held companies. I understand fiduciary duties under US corporate law through real-world application.
Fortune 500 Pedigree
Years at Danaher Corporation, where I learned firsthand the power of systematic business operations. Danaher is the #1 CEO incubator worldwide.
Entrepreneurial Experience
I've launched ventures, scaled businesses, and experienced the challenges of growth firsthand. I bring pragmatic, business-focused oversight.
International Business Expertise
I've worked with international companies expanding to US markets. I understand cross-border tax structures, time zones, cultural differences, and global practices.
Multi-Industry Background
Insurance, banking, healthcare, technology, software, manufacturing, professional services, and nonprofit sectors.
Strategic AI Expertise
Forward-thinking governance that helps your US entity stay relevant. I help clients understand strategic AI applications that create competitive advantage.
Based in the United States
Located in the Midwest US with regular travel to major cities. Physically present in the country your entity needs to demonstrate control.
Professional Certifications
✔
Certified Pinnacle Business Guide
Exclusive global network of business advisors
✔
Full Focus Certified Pro Coach
Productivity and execution frameworks for high-performing leaders
✔
Corporate Governance Training
Fiduciary duties, D&O responsibilities, board effectiveness
"I'm a high-integrity, adaptive professional who takes fiduciary responsibilities seriously. When I join your board, I'm not just fulfilling a requirement—I'm genuinely invested in protecting your corporate structure and supporting your success."
— David Savage
Investment
Investment & Engagement Structure
Transparent pricing for premium, boutique director services
Annual Retainer Fee
$18,000 – $36,000
annually
What Determines Your Investment:
- Complexity of your entity structure
- Revenue scale of US operations
- Number of entities requiring governance
- Meeting frequency and time zone considerations
- Coordination requirements with your advisors
Most Common Investment: $24,000 - $30,000 annually for a standard single-entity director engagement.
Payment Structure
Quarterly Installments
Billed in advance on the first day of each calendar quarter via wire transfer or ACH to US bank account.
Example: $27,000 annual = $6,750 per quarter
What's Included:
- Four quarterly governance review meetings
- One annual in-person strategic planning session
- All documentation, record-keeping, and minute books
- Responsive availability for ad-hoc matters
- Quarterly written reports to shareholders
- State filings and compliance monitoring
- Coordination with accounting and legal teams
Investment Perspective:
Consider the cost of getting this wrong:
- IRS tax assessment on challenged structure: $100K - $500K+
- Legal fees defending improper governance: $50K - $200K+
- Lost enterprise value from pierced corporate veil: Incalculable
- Peace of mind knowing your entity is properly governed: Priceless
Proper governance isn't an expense—it's risk mitigation and value protection.
Getting Started
Your First 90 Days
From initial consultation to fully operational governance
1
Phase 1: Qualification & Consultation (Week 0)
- Schedule confidential consultation call (30-45 minutes)
- Discuss your current corporate structure and governance needs
- Review your US operations, revenue, and entity type
- Determine if director services are appropriate fit
- Answer all your questions about the engagement
No Commitment Required
2
Phase 2: Agreement & Setup (Weeks 1-2)
- Execute Director Services Agreement
- Execute Indemnification Agreement
- Obtain or verify D&O insurance coverage
- Register as director with applicable state authorities
- Set up communication protocols and meeting schedules
3
Phase 3: Initial Deep-Dive (Weeks 3-4)
- Comprehensive initial meeting
- Review all corporate documents and historical governance
- Meet with your accounting and legal advisors
- Identify immediate governance gaps or compliance issues
- Create governance calendar for upcoming year
Deliverable: Initial Director's Assessment with recommendations
4
Phase 4: Operational Governance (Month 2+)
- Quarterly governance review cycle begins
- Monthly informal check-ins
- Responsive availability for ad-hoc matters
- Annual in-person strategic planning session scheduled
- Continuous compliance monitoring and documentation
Questions
Frequently Asked Questions
A registered agent is an administrative service that receives legal mail on behalf of your entity. They don't govern your company, make decisions, or fulfill fiduciary duties.
An independent director actively participates in corporate governance, reviews financial performance, approves material decisions, and creates documented evidence of US control—which is what the IRS actually looks for.
Think of it this way: A registered agent is your mailbox. A director is your governance.
Technically, yes—but it may not achieve your objectives:
- Qualifications Matter: The IRS looks at whether directors are qualified and actually governing.
- Fiduciary Liability: Directors have serious legal responsibilities. Putting a friend on your board without proper D&O insurance exposes them to personal liability.
- Independent Judgment: An independent director brings objective oversight, not just rubber-stamp approval.
- Professional Credibility: During audits or M&A transactions, experienced directors add legitimacy.
I'm available via phone and email with 24-48 hour response time for routine matters and same-day response for urgent decisions.
We can schedule ad-hoc calls as needed for time-sensitive corporate actions. The quarterly meetings are for comprehensive reviews—not the only time we communicate.
No. Director services are specifically limited to board-level governance and fiduciary oversight. Day-to-day operations remain with management.
If you need operational advisory support, that would be a separate engagement.
Either configuration works. I can serve as the sole director, as one of multiple directors, or as the US-based director alongside your foreign-based directors.
The key requirement is having at least one qualified US-based director who actively participates in governance.
The director role typically continues through the transaction. I can provide governance continuity during the M&A process, board approval of sale terms, and proper documentation.
Having proper governance actually increases your company's value because buyers see a well-run entity with clean corporate records.
Yes, if your corporate structure requires it. Common combinations: Director & Secretary, Director & Treasurer, or Director, Secretary & Treasurer.
Most commonly Delaware (where the majority of corporations are formed), but I can serve for entities incorporated in any US state. Each state has slightly different corporate law requirements, which we'll navigate together.
This is exactly why D&O insurance is mandatory. The insurance covers defense costs, legal representation, settlements, and regulatory investigation costs.
Proper governance and fiduciary duty actually reduces the likelihood of these issues. But if they arise, you and I are both protected.
Director services begin after entity formation, but I can coordinate with your legal counsel during the formation process to ensure proper governance setup from day one. Entity formation itself requires an attorney.
All information about your corporation, operations, financial matters, and business affairs is maintained in strict confidence and will not be disclosed to third parties without your prior written consent (except as required by law).
I sign a comprehensive confidentiality agreement as part of the director services agreement.
I can connect you with current clients who have agreed to serve as references, with appropriate confidentiality protections. Many international business owners value privacy around their corporate structures, so not all clients are willing to be public references.
I welcome collaboration with your advisors. I regularly coordinate with clients' accounting firms and legal counsel. I'm happy to have a call with your advisors to address any questions about how director services support your overall structure.
I typically serve on 8-12 boards at any given time, which allows proper attention to each entity without overextension. This is boutique, premium service—not a volume business.
Either party can terminate the engagement with 90 days written notice (without cause) or immediately if there's material breach. I'm committed to ensuring you're satisfied with the service and addressing any issues immediately.
Take Action
Ready to Establish Proper US Governance?
Schedule your confidential consultation and discover whether your US entity has the governance structure it needs.
You've built something remarkable—a business with meaningful US operations or holdings. You've navigated complex international business challenges, established US entities, and created value across borders.
Don't let improper governance put that at risk.
The IRS is increasingly scrutinizing foreign-owned US entities. Tax authorities want to see genuine US control, not just paperwork. And when they look, they want to find:
- Qualified US-based directors actively governing
- Regular board meetings with documented decisions
- Proper corporate minutes and resolutions
- Evidence of strategic oversight and fiduciary duty
If you can't produce those things, you have a problem.
Professional US Director services solve that problem—and give you peace of mind that your tax structure, corporate liability protection, and business operations are on solid footing.
Option 1
Schedule Your Consultation
Select Your Preferred Date/Time:
Available Time Zones: US Eastern, Central, Mountain, Pacific (international time zones accommodated)
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Commitment Level: No obligation—just a professional conversation about your governance needs.
Option 2
Download the Free Checklist
Not quite ready to schedule? Start here:
Download our comprehensive checklist: "US Corporate Governance Requirements for International Owners"
What's Inside:
- IRS control requirements explained
- Self-assessment: Do you have governance gaps?
- Director vs. registered agent comparison
- Documentation requirements checklist
- D&O insurance guide
- Common mistakes to avoid
- Red flags that trigger IRS scrutiny
🔒 All consultations are confidential
🔒 Your information is never shared
🔒 GDPR & privacy compliant
✔
Certified Pinnacle
Business Guide
✔
Full Focus Certified
Pro Coach
✔
Active US Corporate
Director