Working With a US Agency: Contracts and Paperwork

Most of what goes wrong when a company hires an agency in another country is not the work. It is the paperwork, and it surfaces at the worst moment — when an invoice is issued and someone's finance department asks for a document nobody mentioned at contract stage.

This guide covers what that paperwork actually is, using the primary sources, plus the operational parts — currency, hours, ownership — that are cheap to agree in advance and expensive to argue about later.

One boundary first. We are a technology agency, not tax advisors. Everything below describes what these documents are and where they come from. How they apply to your company's tax position is a question for your own accountant, and anyone in our position telling you otherwise is overreaching.

The document your accountant will ask for

The most common surprise for a non-US company paying a US supplier is a request from its own accountant for proof that the supplier is actually a US tax resident.

That proof has a name. IRS Form 6166 is "a letter of U.S. residency certification", printed on Treasury stationery, "certifying that the individuals or entities listed are residents of the United States for purposes of the income tax laws of the United States."

The IRS states plainly why it exists:

"Many U.S. treaty partners require the IRS to certify that the person claiming treaty benefits is a resident of the United States for federal tax purposes."

So if your accountant is applying a treaty rate to a cross-border payment, this is usually the document they want on file.

The practical part is the timing. A US entity obtains Form 6166 by filing Form 8802, Application for United States Residency Certification — the IRS says "use of the Form 8802 is mandatory" and that "a user fee is charged to process all Forms 8802." It is a request with a fee and a queue, not a download. Ask for it while the contract is being signed, not when an invoice is already overdue.

W-8 and W-9, in the right direction

These two get confused constantly, and the confusion is directional.

Form W-8BEN-E is the "Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)". The IRS describes it as used "by foreign entities to document their status for purposes of chapter 3 and chapter 4". It flows from a non-US entity to a US payer.

Form W-9 is the domestic counterpart: a US entity certifying its US status to whoever is paying it.

If you are a company outside the United States hiring a US agency, you are normally on the requesting side of this, not the filing side. The document you need from the agency is the residency certificate above; W-8BEN-E becomes relevant when money flows the other way.

What a Delaware address actually means

A great many technology companies are registered in Delaware, and a great many of them have never had an employee there. It is worth understanding what the address on the contract is, because assuming it is an office leads to wrong conclusions about where a company operates.

Delaware's Division of Corporations requires a registered agent to maintain "a street address and office located in Delaware" that is "open during normal business hours", "for the purpose of accepting service of process."

That is the entire function: a fixed place where legal documents can be delivered. It carries no implication about where the team sits.

We will say it about ourselves, because the alternative is letting the address imply something untrue: our Dover address is a registered agent address, not an office. The work happens where our people are. What the US registration does mean is that the contracting entity is a US company, subject to US law, suable in a US court — which is the part that actually matters to a client, and the part an address alone does not prove.

The contract clauses worth twenty minutes

Most cross-border disputes trace back to a clause that was left generic. These are the ones we put in writing every time, and we would advise asking for them from anyone:

• Currency, and who absorbs what. Name the currency, and say who pays transfer fees and intermediary bank charges. An international payment can arrive short; without a clause, that becomes an argument about whether the invoice was paid.
• Governing law and venue. Which country's law applies and where a dispute is heard. Vague here means expensive later.
• IP assignment on payment. When ownership of the code and designs transfers, and what happens to work in progress if the engagement ends early.
• Repository and account ownership. The repository should be in your organisation, not the agency's — what a transfer moves and what it quietly does not is worth reading before you rely on one. So should the domain — the 60-day transfer locks make that one hard to unwind after the fact.
• What handover includes. Documentation, credentials, deployment access, and a stated period in which questions are still answered.
• Data location and processing. Where the data sits, who can access it, and what happens on termination. This one has to match whatever your jurisdiction requires, which is again a question for your own advisors.

Hours, and the failure mode that is not the gap

Turkey and the US east coast share roughly the back half of a European afternoon; the west coast shares much less. The number matters less than the discipline.

The thing that actually costs time is not the offset — it is treating it as if it were not there. A question asked at the end of your day and answered at the end of theirs burns a full day, every time. Teams that work well across a gap do three things: they batch questions rather than sending them as they arise, they write decisions down so the other side can act without a call, and they protect a fixed overlap window rather than hoping for one.

Three to four hours of deliberate overlap is enough to run a project properly. Less than that is workable if the written discipline is good and painful if it is not.

What we do

We contract as a US entity, in writing, with the currency, venue and IP terms above stated rather than implied. We provide tax documentation on request and we would rather provide it at signature than at invoice, because the IRS process has a fee and a queue attached.

We do not hold client domains or repositories. We ask for access to what we need and hand back what we made — our position on that is in who owns the work, and the practical mechanics are in the domain and DNS guide.

And we do not advise on anyone's tax position, including on which treaty rate applies to a payment. We will tell you what documents exist and provide ours; the rest belongs to your accountant.

Before you sign

1. Ask for the residency certificate now, not at invoice. It has a fee and a queue.
2. Confirm which entity you are contracting with, and whether its address is an office or a registered agent.
3. Get currency, transfer fees, governing law and IP assignment in the document, not in an email thread.
4. Open the repository and the domain in your own accounts before work begins.
5. Agree the overlap window, in both calendars, before the first sprint rather than after the first missed day.

If you want to see how we handle all of this before committing to anything, ask us for the contract and the paperwork up front — we would rather answer these questions in week zero than in month three. Which entity you would be dealing with, our registered address and our terms are set out in one place in what is Caliency. If you are still comparing proposals, how to choose a digital agency covers how to read scope and ownership.