VADIVM.

Type of refusal

Non-payment with a counterparty in United States

The counterparty is typically a US entity, an LLC, corporation or partnership that raised funds under an investment contract or a convertible note. Without describing a national procedure, we can establish this entity's status in the public state registry, whether the raising documents contain an arbitration clause, and where a judgment or award would later need to be enforced. See the non-payment overview for context.

Who is actually on the other side

US fundraising vehicles are usually formed as a Delaware, Wyoming or Nevada LLC, or as a corporation, though the state of formation varies by deal. A public state registry shows whether the entity is active, dissolved or administratively revoked, along with its registered agent and sometimes its filed officers or managers. It does not show who actually controls the money, whether other investors hold the same claim, or whether the entity has any assets left. Cross-checking the registry against the subscription agreement and any correspondence is the first factual step, separate from any court process. Read the jurisdiction note on the United States and the account of what happens when a counterparty stops replying.

What to secure before the counterparty reacts

Before filing anything, gather the subscription agreement, every payment confirmation, and the full written correspondence, including platform messages. Save screenshots of the counterparty's website and any public statements before they disappear. Identify other investors in the same round if their contact details exist, since a shared claim changes what recovery looks like. This step has nothing to do with filing a court case. It creates the factual record a claim depends on, and it degrades once the counterparty knows a claim is coming. See our work on payment and redemption defaults and who carries the burden of proof once payments stop.

Where a judgment would have to be enforced

The US signed the 2019 Hague Judgments Convention on 2 March 2022 but has not ratified it, so no treaty route yet covers a foreign judgment there. An arbitral award sits on firmer ground than a court judgment; enforcement of awards is generally more reliable. Documents for use in the US need an apostille, subject to the reservation on file, in force since 15 October 1981. Where enforcement lands depends on the judgment or award's origin. See enforcement in the US and the UAE-to-US corridor. This page does not describe the national procedure; that must be established from the file. The firm takes no success fee; its registration is checked in the public registry the footer links to, as any firm should be checked.

Ines Baumgartner