How to Invest by Forming Partnerships in US Companies?
The United States of America (USA) has one of the most developed and institutionalized economic and legal systems in the world. These features make it an attractive country for foreign investors, not only in terms of market access but also in terms of legal security and capital growth. For Turkish investors, one of the most strategic ways to invest in the USA is not to establish a company directly, but to become a partner in an existing company, i.e., to invest by acquiring a share of the capital.
The advantage of this method is that it offers the opportunity to integrate into an already functioning business model while reducing operational burdens. However, the legal implications of becoming a partner in a US company, tax liabilities, and investor visa requirements should be carefully considered.
In this article;
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Legal basis for becoming a shareholder in US companies,
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Differences depending on company type,
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Content of the partnership agreement,
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Visa links (E-2, EB-5),
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Risk of double taxation,
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Legal problems encountered in practice and their solutions
will be discussed in detail.
I. What Does Company Partnership Mean?
In US law, "partnership" is a broad concept. An investor in the US:
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They can establish a new partnership structure (Joint Venture / LLC)
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You can become a partner in an existing company by acquiring shares (Share Purchase / Equity Investment)
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You can participate in a specific business project as a limited partner (LP)
Each of these models gives rise to different legal entities, liabilities, and tax consequences.
II. Types of Companies and Partnership Forms in the USA
The main types of companies you can invest in in the US are:
A. LLC (Limited Liability Company)
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Partners hold the title of "member".
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It has a flexible management structure.
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It is generally suitable for small/medium-sized businesses.
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From a tax perspective, it is considered a "pass-through entity." Income is passed directly to the member.
B. C-Corp (Corporation)
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Partners become shareholders by purchasing shares.
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The company is a taxpayer in its own right.
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It is ideal for attracting investment.
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Income tax also applies to dividend payments (double taxation is possible).
C. S-Corp
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This offer is for US citizens and Green Card holders only.
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It is not open to foreign investors.
Conclusion: The most suitable models for Turkish investors LLC or C-Corp.
III. Points to Consider in the Partnership Agreement
When becoming a partner in a company, simply acquiring shares is not enough. To ensure legal protection, operating agreement (shareholders' agreement) must be prepared.
Key Considerations:
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Ownership percentage and voting rights
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Profit distribution principles
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Participation in the management structure (board seat)
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Company exit clauses
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Limits of authority of controlling partners
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Special provisions regarding foreign partners (FATCA, tax, banking transactions)
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Dispute resolution mechanisms (Arbitration / American Courts)
Recommendation: The contract should be drafted by lawyers familiar with both Turkish and US law.
IV. Rights and Obligations Acquired Through the Partnership
Rights:
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Right to receive dividends
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Participation in company decisions (may be limited by contract)
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Joint rights in assets
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The right to information and oversight
Responsibilities:
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Commitment to contribute capital
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Tax return (in both the US and Türkiye)
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Management responsibility (if an active partner)
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Legal liability (in some cases, indirect liability may arise due to company debts)
V. The Relationship Between Partnership and Investor Visas
A. E-2 Investor Visa
Because there is an investment agreement between Turkey and the US, Turkish citizens can apply for an E-2 investor visa.
Turkish citizen investing through partnership:
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If it owns 50% or more of the shares,
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If the business is engaged in active commercial activity,
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If the invested capital is at risk,
They may be eligible for an E-2 visa. This visa is valid for 2 years and can be extended indefinitely.
Even if the shareholding percentage is below 50%, but an active role is taken, some consulates will still accept the application.
B. EB-5 Investor Green Card
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Minimum investment of $800,000
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The requirement is to provide employment for at least 10 people
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Passive investing is not acceptable
The partnership model may be suitable for EB-5, but the investment include participation in control and management .
VI. Taxation Aspect: The Problem of Double Taxation
Company revenue in the US:
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In the US, it is taxed at source (federal + state)
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It is also subject to declaration in Türkiye (full tax liability)
This creates a risk of double taxation.
Solution:
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Türkiye-USA Double Taxation Avoidance Agreement (1996)
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a tax credit , taxes paid in the US can be offset in Turkey.
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Income declarations in Turkey are made as income from movable capital.
VII. Legal Problems Encountered in Practice
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Banking transactions of foreign partnership structures → Strict scrutiny due to FATCA.
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Lack of partnership documents → Uncertainty regarding voting rights and withdrawal rights
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Transfer of ownership → Share transfer procedures in the US vary by state.
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Forgetting to file a tax return → Penalty action by the IRS.
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Investor remaining passive → E-2 visa rejection.
VIII. Recommendations for Legal Security
✅ The legal and financial history of the company to be partnered with should be thoroughly investigated (due diligence)
. ✅ Contracts regulating share transfers and voting rights should be meticulously prepared
. ✅ An immigration lawyer should be involved in the process to ensure the partnership is structured to comply with the E-2 visa requirements.
✅ Tax expert support should be obtained to harmonize US and Turkish tax declarations.
✅ A partnership exit strategy should be determined in advance.
IX. Conclusion
Becoming a partner in a US company offers Turkish investors both a lower-risk entry model and faster legal and commercial integration . However, this process requires more than just a share acquisition; it must be conducted within a comprehensive framework encompassing international contracts, immigration regulations, corporate law, and tax legislation .
An investment process conducted with the right partnership structure and legal protection provides the investor with profitability, residency rights, and sustainability in the US market
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