How do you become a Rooms To Go supplier? Selling furniture to a U.S. retailer, product compliance, FOB vs. DDP, tariffs and taxes
Rooms To Go is a furniture retailer that designs its own collections and buys from factories. It isn't an open marketplace and has no public vendor application, so its buyers choose the suppliers. A factory that ships FOB from overseas usually owes no U.S. income tax, but selling DDP or through a U.S. warehouse means planning the importer of record, tariffs, a U.S. entity and transfer pricing first.
- About $3.28 billion
- Rooms To Go's 2025 U.S. furniture and bedding sales ($3,278.1 million, up 2.1% from 2024), No. 7 among U.S. furniture retailers with 148 stores in Home News Now's June 2026 ranking
- July 8, 2026
- CPSC eFiling became mandatory: importers of furniture, mattresses and children's products covered by CPSC rules must file certificate data with Customs at entry
- 25%
- Section 232 tariff on upholstered seating with wooden frames, kitchen cabinets and vanities since October 14, 2025; the increases scheduled for 2026 were postponed to January 1, 2027
- $25,000
- Penalty per missed Form 5472 for a U.S. corporation that is 25% or more foreign-owned, or a foreign-owned single-member LLC; required every year if you set up a U.S. importer
At a glance
- A buyer-driven retailer, not a platform. Rooms To Go sells its own collections made by contract factories, plus partner brands such as La-Z-Boy and Cindy Crawford Home. As of November 2026 it has no open third-party marketplace and no public vendor application page; you reach it through its buying team, trade shows or existing trade channels.
- Compliance is the price of entry. Dressers and chests must meet the STURDY tip-over standard (16 CFR 1261), upholstered furniture must meet TB 117-2013 (16 CFR 1640) and carry the label, composite wood must meet TSCA Title VI formaldehyde limits, and children's furniture needs third-party testing. Since July 8, 2026, importers must eFile certificates.
- FOB vs. DDP decides who pays the tariffs. Under FOB terms the retailer is usually the importer of record and handles duties, clearance and CPSC eFiling. Under DDP, the factory or its U.S. company is the importer and owns the duties, refunds and compliance. Tariff rules changed several times in 2026, so check CBP and USTR.
- A factory's U.S. income tax turns on a U.S. place of business. A factory that manufactures in China or Vietnam and delivers abroad, with no U.S. office, employees or agents, generally owes no U.S. income tax, and the retailer issues no 1099. A U.S. warehouse or U.S. sales staff can create effectively connected income (ECI), and the U.S.–Vietnam tax treaty still isn't in force.
- With a U.S. subsidiary, get three things right up front. Price goods between parent and subsidiary at arm's length (§482), keep the tax cost of imports in line with the declared customs value (§1059A), and file Form 5472 every year. Sales to the retailer are sales for resale: collect a resale certificate and don't charge sales tax.
What kind of retailer is Rooms To Go? Can you open a store on it like Amazon?
No. Rooms To Go is a retailer that sells its own merchandise: it buys from factories and brands, sets retail prices and sells to consumers, and roomstogo.com sells its own goods too. As of November 2026, we found no public information about a third-party seller program and no public vendor application page. Doing business with Rooms To Go means becoming a vendor, not a seller.
Description: The left column is the item, the middle column is what public sources say and the right column gives the source and caveats. Where nothing is public, it says so.
| Item | Public information | Source and caveats |
|---|---|---|
| Company | Founded in 1990 by Jeffrey and Morty Seaman, first showroom in 1991; privately held, headquartered in Seffner, Florida | Rooms To Go About Us page |
| Stores | 150+ main showrooms (200+ including Kids, Patio, mattress and Outlet stores) in Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee, Texas and Virginia | Company site and 2025–2026 press releases; counts differ by source |
| Size | $3,278.1 million in 2025 U.S. furniture and bedding sales, No. 7, 148 stores | Home News Now 125 (June 2026), an industry estimate |
| Assortment | Pre-designed room packages and house collections; partner brands include Cindy Crawford Home, Drew & Jonathan, Sound Tech by Shaq, La-Z-Boy and Disney kids' furniture; Helix mattresses in stores since August 2025 | About Us; Helix press release (August 19, 2025) |
| Sourcing | The company says its buying teams source materials and designs worldwide and domestically; customs import records show suppliers in China, Vietnam, Malaysia and elsewhere | Company site; Panjiva and similar import data |
| Online | The site sells the company's own goods; some decorative items ship directly from the vendor by UPS, and some items ship directly from the manufacturer | Common Questions page |
| Third-party marketplace | No public third-party seller program. Furniture.com, a multi-brand shopping site launched in February 2026, lists Rooms To Go among its first retailers, and each retailer stays merchant of record for its own items | Furniture.com press release (February 23, 2026) |
| Vendor portal or manual | Not public. An EDI provider lists the Rooms To Go documents as the 850 purchase order, 855 PO acknowledgment, 856 ship notice, 810 invoice and 846 inventory | TrueCommerce trading partner page; follow what Rooms To Go sends its vendors |
- Vendor and seller are different roles. On Amazon, Walmart Marketplace or TikTok Shop you're the seller: you set prices, answer to customers, and the platform collects sales tax and issues a 1099-K. Supplying Rooms To Go makes you a wholesaler; the retailer buys your goods and sells them to consumers.
- Wayfair also buys from suppliers. Wayfair likewise buys from suppliers and resells, but it has a public supplier application, drop shipping and its CastleGate warehouses. For the tax side of supplying a home goods retailer, see our guide at yclcpa.com/wayfair.
- How to read this guide. Rooms To Go doesn't publish its vendor terms. The commercial requirements below (insurance, EDI, packaging, chargebacks, freight terms) describe common practice among U.S. furniture retailers, not Rooms To Go's own terms. Its purchase agreements and vendor manual control.
How does a factory become a supplier to a furniture retailer like Rooms To Go?
There's no "join" button. Large U.S. furniture retailers usually have buyers and product development teams pick the factories: they walk trade shows, review samples and factory audits, adapt your designs or give you theirs, and place a small trial order. Rooms To Go's assortment leans on its own designs and partner brands, so most factories make product to its specifications as private label or ODM.
Common ways in:
- Trade shows. High Point Market (April and October), Las Vegas Market, the China International Furniture Fair (CIFF) in Guangzhou and VIFA EXPO in Ho Chi Minh City are regular stops for U.S. furniture buyers. Which retailer attends which show is for the show to announce.
- Sourcing agents and trading companies. Many retailers buy through sourcing offices, agents or importers. Rooms To Go's job postings show overseas sourcing and quality roles, but it doesn't publish a list of sourcing offices by country.
- Existing brands and importers. Making product for a U.S. brand or importer that already supplies the retailer, then working toward a direct relationship, is a common path.
- U.S. production. Recent Rooms To Go job postings include quality inspectors who visit U.S. furniture plants, which indicates it also buys from domestic factories.
Description: Steps run top to bottom; the right column is what the factory prepares at each step. This is the general industry process, not one published by Rooms To Go.
| Step | What happens | What the factory prepares |
|---|---|---|
| 1. First contact | Trade show, agent or introduction; buyers look at designs and prices | Catalog, FOB price quotes, capacity, key customers |
| 2. Factory audit | Social compliance, quality system and capacity review | Audit reports, business license, export registration, raw material sourcing (including Xinjiang screening) |
| 3. Samples and development | Build to the retailer's specs or adapt your design | Samples, bill of materials, packaging plan |
| 4. Testing and certification | Mandatory standards by product category | Reports from a CPSC-accepted lab, certificate (GCC or CPC), TSCA panel certification, flammability label |
| 5. Vendor setup | Sign the vendor agreement, submit tax form, bank and insurance details | W-8BEN-E (foreign company) or W-9 (U.S. company), certificate of product liability insurance, EDI testing |
| 6. Trial order | Small order to test quality, on-time rate and returns | Inspection report, packing list, bill of lading, shipping under the agreed terms |
| 7. Reorders and scorecards | Replenishment based on sales; chargebacks or rewards based on vendor scorecards | On-time and document accuracy, quality data; reconciliation and chargeback disputes |
What product compliance does a furniture supplier need? The 2026 checklist
The U.S. has no single "furniture certification." Mandatory rules depend on the product: tip-over for clothing storage, flammability for upholstery and mattresses, formaldehyde for composite wood, and lead, small parts and third-party testing for children's furniture. Since July 8, 2026, importers also eFile certificate data at entry. Testing and legal conclusions belong to an accredited lab and an attorney; this is the framework.
| Product | Rule | Main requirement | What to watch in 2026 |
|---|---|---|---|
| Dressers, chests, armoires and other clothing storage units | STURDY Act; 16 CFR 1261 (adopting ASTM F2057-23) | Free-standing units 27 inches or taller must pass stability tests without the tip restraint, carry a warning label and include a tip restraint | Applies to units made after September 1, 2023; requires a General Certificate of Conformity (GCC) |
| Upholstered furniture (sofas, upholstered chairs) | 16 CFR 1640 (adopting California TB 117-2013) | Cover fabric and filling pass smolder tests, or a passing barrier is used | Effective June 25, 2021; the compliance label has been required since June 25, 2022 |
| Furniture with MDF, particleboard or hardwood plywood | TSCA Title VI; 40 CFR 770 | Panels certified by an EPA-recognized third-party certifier; finished goods labeled "TSCA Title VI compliant" | Importers certify TSCA compliance at entry; distributors and retailers keep records for 3 years |
| Mattresses | 16 CFR 1632 and 1633 | Cigarette ignition and open-flame tests | Antidumping duties apply to mattresses from several countries; check before importing |
| Children's furniture (including bunk beds) | CPSIA; 16 CFR 1303, 1513 and others | Third-party testing, Children's Product Certificate (CPC), tracking labels, lead and coating limits | This is what kids' stores such as Rooms To Go Kids sell |
| Products sold into California | Proposition 65 | Warnings for listed chemicals | Rooms To Go has no California stores, but the same item sold into California through other channels needs a Prop 65 review |
| All imports | Uyghur Forced Labor Prevention Act (UFLPA); Lacey Act | No Xinjiang forced labor in the supply chain, traceable wood and materials; plant declarations for certain wood furniture tariff lines | CBP can detain goods and put the burden of proof on the importer |
- CPSC eFiling. Under the rule CPSC published on January 8, 2025, importers must file certificate data with Customs through ACE at entry starting July 8, 2026 (January 8, 2027 for goods entering a foreign trade zone). Under FOB terms the retailer, as importer, files, but the factory supplies the certificate and test data; under DDP, you're the importer.
- Booking compliance costs. Testing, certification and audit fees are generally current expenses; product-specific tooling follows the fixed asset or inventory cost rules.
- These aren't tax questions. Product safety, labeling and contract terms are legal and technical matters for labs and attorneys. YCL handles how these costs are booked and the tax consequences of who the importer is.
What commercial terms do U.S. furniture retailers usually ask of suppliers?
Typically: a vendor agreement with indemnity and recall terms, product liability insurance naming the retailer as additional insured, EDI, packaging and labels to the retailer's standards, and shipping on agreed terms and dates, with chargebacks when you miss. Rooms To Go doesn't publish its terms; this is general industry practice, and your contract controls.
- Vendor agreement. Product liability, recall costs, IP warranties, payment terms, returns and defective goods. Have an attorney review it before signing.
- Product liability insurance. U.S. retailers commonly require it, with the retailer named as additional insured, at limits set in the contract. Factories in China or Vietnam need an insurer whose policy the retailer will accept.
- EDI. Purchase orders (850), acknowledgments (855), ship notices (856), invoices (810) and inventory (846) move by EDI. Many factories connect through providers such as SPS Commerce or TrueCommerce for a monthly fee.
- Packaging. Furniture is bulky and fragile, so retailers usually specify drop testing, carton strength, assembly instructions, barcodes and carton markings. Damage traced to packaging can lead to chargebacks or returns.
- Freight terms (Incoterms). The usual choices are FOB port of origin (the retailer books freight and acts as importer) and DDP (the supplier delivers to the U.S. with duties paid). More in the next section.
- Chargebacks and allowances. Late or early shipment, ASN errors, label errors and short shipments are often charged back per order. There are also defective allowances, markdown allowances, co-op advertising and early-payment discounts. All of them reduce your revenue, so reconcile and dispute them and make them visible in the books (see the bookkeeping section below).
FOB or DDP? Who's the importer of record and who pays the tariffs?
Your freight terms decide who is the importer of record with U.S. Customs. Under FOB port of origin, the retailer is usually the importer and pays duties, clears the goods and eFiles with CPSC. Under DDP, the factory or its U.S. company is the importer and owns the duties, clearance, compliance filings and any tariff refunds. Who the importer is also drives the factory's U.S. income and state tax exposure.
| Item | FOB port of origin (delivery at a port in China or Vietnam) | DDP (factory delivers to the U.S. with duties paid) | Factory's U.S. company sells from a U.S. warehouse |
|---|---|---|---|
| Where title passes | Usually on loading at the origin port (per contract) | Usually at the U.S. delivery point | In the U.S., when the U.S. company sells to the retailer |
| Importer of record | The retailer (or its designated importing entity) | The factory or its U.S. company (a foreign importer needs a customs broker and bond) | The U.S. company |
| Duties | Paid by the retailer on declared customs value | Paid by you and built into the DDP price | Paid by the U.S. company and capitalized into its inventory |
| IEEPA refunds | Only the importer can claim | You claim, as importer | The U.S. company claims |
| CPSC eFiling | Retailer files with your certificate data | You file | The U.S. company files |
| Factory's U.S. income tax | Generally none (with no U.S. place of business) | Depends on U.S. staff, warehouses and agents | The U.S. company files as a U.S. corporation; the parent depends on its own U.S. presence |
| U.S. sales tax | Not involved (the sale happens abroad) | Sales to the retailer are for resale; collect a resale certificate | Same; register in the warehouse state |
Description: Read top to bottom in time order; the right column is the impact on furniture. Actual rates depend on the tariff classification and country of origin, so check the latest CBP and USTR notices. The full import timeline is in our guide at yclcpa.com/fba.
| Date | What happened | Impact on furniture |
|---|---|---|
| 2005 to date | Antidumping order on wooden bedroom furniture from China, continued after several reviews | China-wide rate of 216.01% (administrative review results, August 2026); only exporters with separate rates differ |
| From 2018–2019 | Section 301 tariffs on China: most Chapter 94 furniture on List 3 at 25% | Still owed on most China-origin furniture; check USTR for any remaining exclusions |
| October 14, 2025 | Section 232 tariffs on timber, lumber and derivatives: 25% on upholstered wooden-frame seating, kitchen cabinets and vanities | Applies regardless of origin; increases to 30% and 50% planned for January 1, 2026 were pushed to January 1, 2027 by a December 31, 2025 proclamation |
| February 20, 2026 | Supreme Court held IEEPA doesn't authorize tariffs; the "fentanyl" and "reciprocal" tariffs ended | IEEPA duties already paid can be refunded through CBP's CAPE function, filed only by the importer of record or its broker |
| February 24 to July 24, 2026 | 10% Section 122 surcharge, expired after 150 days | Goods imported in that window carry that cost |
| From July 24, 2026 | Section 301 "forced labor" tariffs: 12.5% on China, Vietnam and others; 10% on Malaysia, Indonesia, Cambodia, India, Mexico and others (USMCA-qualifying Mexican goods exempt) | Goods already subject to Section 232 are excluded; whether it stacks on the existing China Section 301 tariffs is per CBP guidance; importers have sued in the Court of International Trade |
- Price the duties into DDP quotes. Duties are charged on customs value, so a rate change moves your DDP margin. In a long-term DDP contract, agree on how prices adjust when duties change.
- Transshipment is a red line. Shipping Chinese-made furniture through a third country and repacking it doesn't change its origin, and CBP actively pursues origin and antidumping evasion in furniture.
- Duties in the books. Duties belong in the importer's inventory cost and become cost of goods sold when the goods sell. An IEEPA refund is booked according to whether the related goods have been sold (see yclcpa.com/fba).
Does a Chinese or Vietnamese factory selling to a U.S. retailer owe U.S. income tax?
It generally comes down to where the goods are made, where title passes and whether you have a U.S. office, employees or an agent who can sign contracts. A factory that manufactures abroad, delivers FOB at the origin port and has no U.S. place of business generally isn't engaged in a U.S. trade or business, and that income isn't taxed in the U.S. Once you add a U.S. warehouse, U.S. sales staff or shipments from U.S. stock, you need to test for effectively connected income (ECI).
- Inventory you produce is sourced where you produce it. Since 2018, §863(b) sources income from selling inventory the taxpayer produces solely by where the production activity happens. Furniture made in a factory in China or Vietnam generally produces foreign-source income.
- A U.S. office changes the rules. If a foreign company has a U.S. office or other fixed place of business and the sale is attributable to it, the income can become U.S.-source under §865(e)(2) and ECI under §864(c). The foreign company then files Form 1120-F, pays the 21% federal corporate tax and may owe branch profits tax.
- Chinese factories get treaty protection for storage and delivery. Article 5 of the U.S.–China tax treaty says facilities used solely to store, display or deliver the company's goods aren't a permanent establishment. A person in the U.S. who habitually concludes contracts on your behalf can be one. A qualifying company may owe no U.S. tax on business profits but may need to disclose its treaty position on Form 1120-F (Form 8833).
- Vietnamese factories have no treaty. The U.S. and Vietnam signed a tax treaty in 2015, but it still isn't in force as of November 2026. A Vietnamese company with a U.S. place of business is tested under U.S. domestic law only, without the storage-and-delivery exception.
- The retailer doesn't withhold or issue a 1099. Payments for goods aren't the kind of income, like interest or royalties, that calls for withholding. A foreign factory gives the retailer a W-8BEN-E, and the retailer generally doesn't withhold 30% or file a 1099.
- When in doubt, consider a protective filing. A foreign company with some U.S. activity that believes it has no ECI can file a timely protective Form 1120-F to preserve its deductions if ECI is later found. Whether it's worth it depends on the case.
Using a U.S. subsidiary as importer: transfer pricing, §1059A and Form 5472
Many factories set up a U.S. company to sell DDP, take U.S. orders and run a U.S. warehouse. It buys from the parent and sells to retailers, and the U.S. profit is taxed there. The sticking point is the intercompany price: too low and duties drop but U.S. profit rises and CBP may question undervaluation; too high and duties rise, the U.S. company runs at a loss, and the IRS may adjust under §482. Both sides need the same story.
- Arm's length (§482). As a distributor, the U.S. subsidiary should earn about what an unrelated distributor would. A U.S. distributor that loses money year after year draws IRS attention. Keep a written intercompany agreement and pricing support.
- Customs value and tax cost (§1059A). For goods imported from a related party, the importer's tax basis in inventory generally can't exceed the customs value declared at entry (plus allowed adjustments). You can't declare a low value to Customs and use a higher cost on the tax return.
- Form 5472. A U.S. corporation that is 25% or more foreign-owned attaches Form 5472 to its Form 1120 each year, reporting purchases, payments and loans with the parent; each missed form carries a $25,000 penalty. A foreign-owned single-member LLC files a pro forma 1120 with Form 5472 (see yclcpa.com/5472).
- Transfer pricing penalties. Large adjustments can bring a 20% or 40% accuracy penalty under §6662(e), unless qualifying contemporaneous documentation existed when the return was filed. The full filing list for a foreign-owned subsidiary is at yclcpa.com/subsidiary.
- Getting profit home. Dividends to a Chinese parent are subject to 10% withholding under the treaty (30% without a treaty), reported on Form 1042-S.
Do you charge sales tax when selling to a retailer? Will you get a 1099?
No sales tax. The retailer buys your goods to resell them, so it's a sale for resale: collect a completed resale certificate and the sale is exempt, while Rooms To Go charges sales tax when it sells to consumers. Wholesale payments don't run through a payment platform, so there's no 1099-K, and payments for merchandise aren't reported on Form 1099-NEC either.
- Collect resale certificates. Common ones are the Florida Annual Resale Certificate (DR-13), Georgia Form ST-5, Texas Form 01-339 and North Carolina Form E-595E, along with multistate forms. Without a valid certificate, a state auditor can treat the sale as taxable.
- FOB exports don't involve U.S. sales tax. When the factory delivers abroad and the retailer imports, sales and use tax is the retailer's matter.
- A U.S. warehouse creates state nexus. A U.S. company with a warehouse or employees in a state has physical presence there and generally needs to register for sales tax (even if most sales are exempt resales), and may owe state income or franchise tax. The Texas franchise tax no-tax-due threshold is $2,650,000 for 2026 and 2027 reports, and P.L. 86-272 protects only solicitation, not inventory (see yclcpa.com/fba).
- If you also sell retail on platforms. If your U.S. company also sells on Amazon, Wayfair or its own website, sales tax differs by channel: the marketplace collects, the retailer doesn't charge you, and your own site is yours to collect. North Carolina rules are at yclcpa.com/salestax.
- Tax forms. At vendor setup the retailer asks for a W-9 (U.S. company) or W-8BEN-E (foreign company) to document who you are, not because it will issue a 1099 (see yclcpa.com/w8ben). No 1099 doesn't mean no income to report.
How do you book chargebacks, allowances and returns when supplying a retailer?
Retailer chargebacks and allowances are reductions of your revenue, not ordinary expenses. Tie each one to a purchase order and invoice: quality allowances, compliance chargebacks, co-op advertising, and those still under dispute. For tax, fixed chargebacks are deductible; reserves based only on estimates generally wait until the liability is fixed.
- Keep a chargeback log. Break each deduction out of the retailer's remittance advice and tie it to the PO number, reason code, amount, dispute status and outcome.
- Presenting revenue. Recognize revenue at the invoice amount and show chargebacks and allowances as reductions of revenue or in their own accounts, so net sales are visible.
- Reserves for tax. Financial statements may accrue reserves for returns and chargebacks, but for tax a deduction generally has to meet the all-events test and economic performance, so expect a book-tax adjustment at year-end.
- Defects and returns. Goods returned or destroyed in the field reduce revenue, with the related inventory cost handled based on what actually happened; defective allowances reduce revenue.
- Currency. A factory in China or Vietnam that invoices in dollars but keeps its books in local currency records exchange gains and losses separately; the U.S. subsidiary keeps its books in dollars.
Which entity works best for supplying a retailer?
A factory that only sells FOB usually doesn't need a U.S. entity. Selling DDP, running a U.S. warehouse, hiring U.S. staff or also selling retail on platforms generally calls for one, and a single-member LLC owned by one foreign person is the structure most likely to cause trouble. The table covers the common cases; the right answer depends on profit, owners and state taxes.
| Situation | Common structure | How it's taxed | Watch out for |
|---|---|---|---|
| U.S.-resident owner of a home brand or importer | LLC, S corporation or C corporation | Schedule C, Form 1120-S or Form 1120 | With steady profit, consider an S election (yclcpa.com/scorp); foreign persons can't be S shareholders |
| Single-member LLC owned by a foreign person | Disregarded by default; flows through to the foreign owner | Pro forma 1120 + Form 5472 every year; if the LLC has ECI, the owner files Form 1040-NR or 1120-F | A U.S. warehouse, staff or agents can give the foreign owner ECI directly. Form 8832 can elect C corporation status, generally locked in for 60 months (Reg. §301.7701-3(c)(1)(iv)); full analysis at yclcpa.com/walmart |
| Chinese or Vietnamese factory with a U.S. subsidiary (C corporation) | U.S. company is importer and distributor | Form 1120 at 21% federal; Form 5472 attached | Intercompany prices under §482, aligned with customs value under §1059A; dividends to a Chinese parent at 10%, to a Vietnamese parent at 30% (no treaty in force) |
| Multichannel: supplies retailers and sells on Amazon, Wayfair or its own site | U.S. C corporation or LLC | Per entity; reconcile platform income to Forms 1099-K | Sales tax by channel; income and franchise tax where inventory sits; separate inventory and cost by channel |
| FOB exports only, no U.S. entity | The overseas company contracts with the retailer directly | Generally no U.S. income tax return | Give a W-8BEN-E; assess permanent establishment and ECI before U.S. staff negotiate or sign contracts |
- The trouble with a foreign-owned single-member LLC. It isn't a separate taxpayer, so U.S. warehouse and staff activity is attributed straight to the foreign owner; a foreign individual owner files Form 1040-NR, with complicated rates and filings. Electing C corporation status means 21% tax and 10% withholding on dividends to a Chinese owner.
- Which state. The state of formation and the states where you operate are different questions, and the warehouse state usually requires foreign qualification (see yclcpa.com/llc). A general entity comparison is at yclcpa.com/entity, and C corporation details at yclcpa.com/ccorp.
What are the benefits and costs of supplying a retailer like Rooms To Go? Where are the opportunities for overseas factories?
The benefits are volume, stable programs and repeat orders, with no advertising and no consumer returns or reviews to manage. The costs are a high bar to entry, tight pricing, strict compliance and chargebacks, and customer concentration. For furniture factories in China, Vietnam and Malaysia, the 2026 tariff picture makes country of origin and freight terms central to every quote.
- Benefits. Full-container orders and predictable planning; the retailer runs stores, online sales, delivery and service; the factory focuses on product and lead times; a long-term private label program brings steadier cash flow than platform retail.
- Costs. Buyers push prices down; chargebacks and allowances eat margin; payment comes on terms; one large customer can become too much of your sales; and Rooms To Go's stores are concentrated in the Southeast and Texas, which limits a single customer's reach.
- Vietnam and Malaysia. As of November 2026, most China-origin furniture pays the original 25% Section 301 tariff, with whether the new 12.5% stacks on top per CBP guidance, and wooden bedroom furniture also faces antidumping duties; Vietnam-origin goods are at 12.5% and Malaysian goods at 10% under the forced-labor Section 301 action. Upholstered wooden-frame furniture pays 25% under Section 232 regardless of origin. Check the actual tariff line and origin rules.
- Options for Chinese factories. Keep selling FOB and let the retailer import; build capacity in Vietnam or Malaysia (origin rules require substantial transformation); or set up a U.S. company and warehouse to sell DDP or do final assembly in the U.S. Each choice has different tax results, so run the numbers first.
- U.S. manufacturing. Section 232 makes U.S. upholstery capacity more competitive. A foreign-owned U.S. plant brings a U.S. company, employees, payroll tax and state taxes; see yclcpa.com/subsidiary for planning.
How does Rooms To Go compare with Wayfair, Amazon, Walmart, Etsy and TikTok Shop?
As of November 2026 the models differ a lot. Rooms To Go, Wayfair and the vendor programs at Target and Costco buy your goods: you don't face consumers, don't collect sales tax and generally don't get a 1099-K. Amazon, Walmart Marketplace, Etsy and TikTok Shop let you sell on the platform: the platform collects sales tax and issues 1099-Ks. Check each platform's current fees.
| Item | Rooms To Go | Wayfair | Amazon | Walmart | Etsy | TikTok Shop |
|---|---|---|---|---|---|---|
| Model | Retailer buying from vendors | Retailer buying from suppliers (drop ship or CastleGate) | Third-party marketplace (plus invitation-only Vendor program) | Marketplace, plus a supplier (1P) program | Marketplace for handmade, vintage and design | Content-driven marketplace |
| Who sells to the consumer | Rooms To Go | Wayfair | The seller | The seller on Marketplace; Walmart for 1P | The seller | The seller |
| Fees | No platform fees; wholesale pricing, with chargebacks and allowances | No commission; wholesale pricing | Professional plan $39.99/month plus referral fees (furniture 15%, 10% on the portion over $200) plus FBA and other fees | No monthly fee; referral fees by category | $0.20 listing fee, 6.5% transaction fee and payment processing | Referral fee on sales, at the rate in Seller Center |
| Fulfillment | Shipped to the retailer under agreed terms; some items shipped direct by the vendor | Drop ship by the supplier, or CastleGate warehouses | Seller-fulfilled or FBA | Seller-fulfilled or WFS | Seller-fulfilled | Seller-fulfilled or platform logistics |
| Who can join | No public application; buyers choose | Public supplier application; overseas factories can apply | U.S. and international sellers, including China | U.S. and some international sellers; 1P through the supplier route | Sellers worldwide under its handmade and design policies | U.S. sellers and cross-border sellers |
| Sales tax | Retailer charges consumers; vendor collects resale certificates | Same | Collected by the marketplace (facilitator laws) | Collected by the marketplace on Marketplace sales | Collected by the marketplace | Collected by the marketplace |
| Form 1099 | Generally no 1099-K | Generally no 1099-K | 1099-K for U.S. sellers over the threshold | Same | Same | Same |
| Payouts | Per purchase order payment terms | Per supplier terms | On the platform's settlement cycle | On the platform's settlement cycle | On the platform's deposit schedule | On the platform's settlement cycle |
- Target and Costco. Target has the invitation-only Target Plus marketplace and a traditional vendor program; Costco's buyers select products and buy outright. Both are closer to the Rooms To Go vendor model (see yclcpa.com/target).
- Other platforms. Amazon onboarding is at yclcpa.com/amazon, Walmart at yclcpa.com/walmart, Etsy at yclcpa.com/etsy, TikTok Shop at yclcpa.com/tiktok, Temu at yclcpa.com/temu and Shopify at yclcpa.com/shopify. For reconciling 1099-Ks, see yclcpa.com/1099k.
Example: a sofa factory selling FOB vs. DDP, where do tax and profit differ?
Example (hypothetical numbers, to show the method): a Chinese factory making upholstered sofas with wooden frames supplies 10,000 sofas a year to a furniture retailer in the Southeast. Assume total duties of 25% of customs value; the U.S. subsidiary is a Delaware C corporation with a warehouse in Georgia.
Option A: FOB Ningbo. $200 a sofa, $2,000,000 a year. The retailer is the importer and pays $500,000 in duties ($2,000,000 × 25%) and the freight. With no U.S. place of business, the factory generally files no U.S. income tax return; there's no U.S. sales tax and no 1099. The profit is taxed in China.
Option B: the U.S. subsidiary imports and delivers DDP to the retailer's warehouse.
| Item | Intercompany price $160 | Intercompany price $180 |
|---|---|---|
| Sales to the retailer ($250 × 10,000) | $2,500,000 | $2,500,000 |
| Less: purchases from the parent (customs value) | −$1,600,000 | −$1,800,000 |
| Less: duties at 25% | −$400,000 | −$450,000 |
| Less: ocean freight, port and inland freight | −$180,000 | −$180,000 |
| Less: U.S. warehouse, staff and insurance | −$170,000 | −$170,000 |
| Less: retailer chargebacks and allowances | −$50,000 | −$50,000 |
| U.S. subsidiary profit | $100,000 | −$150,000 |
| Federal corporate tax at 21% | $21,000 | $0 (loss) |
- A lower price. Duties drop by $50,000, and the U.S. company earns $100,000 and pays $21,000 of federal tax, plus Georgia tax. Whether a 4% margin is arm's length needs support from comparable distributors.
- A higher price. Duties go up and the U.S. company loses $150,000. A U.S. distributor that keeps losing money invites a transfer pricing challenge, and CBP and the IRS look at the same price, so you can't use one number for each.
- Still to do. The U.S. company files Form 1120 with Form 5472 each year, registers for Georgia sales tax (collecting resale certificates from the retailer) and pays Georgia income tax; the parent checks for a permanent establishment under the treaty; dividends home carry 10% withholding.
What should you prepare before you start? A checklist
Settle product compliance and freight terms first, then decide whether you need a U.S. company. If you do, form it before the first DDP order, with importer setup, tax IDs, an intercompany agreement and books in place.
Description: The left column is the item, the middle column what to do and the right column who does it.
| Item | What to do | Who |
|---|---|---|
| Product compliance | Identify the standards for each category (STURDY, TB 117-2013, TSCA, mattresses, children's products), test at a CPSC-accepted lab, prepare a GCC or CPC | Factory, testing lab, attorney |
| Supply chain tracing | Wood and fabric sources, UFLPA documentation, proof of origin | Factory, attorney |
| Packaging and labels | Drop tests, carton markings, barcodes, flammability and TSCA labels to the retailer's specs | Factory |
| Commercial | Product liability insurance, vendor agreement, EDI provider, reconciliation and chargeback dispute process | Factory, insurer, attorney |
| Freight terms | Choose FOB or DDP; for DDP, settle the importer entity, customs broker, bond and CPSC eFiling | Factory, customs broker |
| Tax forms | W-8BEN-E from a foreign company, W-9 from a U.S. company | Factory, CPA |
| U.S. company (if needed) | Choose the entity (C corporation or LLC, and whether to file Form 8832), get an EIN, qualify in other states, register for sales tax, sign an intercompany agreement with pricing support | CPA, registered agent |
| Annual filings | Form 1120 + 5472 (or pro forma 1120 + 5472), state taxes, Form 1042-S for dividends, 1099-K reconciliation for platform sales | CPA |
Key tax and compliance rules at a glance
| Item | Who / which rule | Number / rule | Notes | Applies to |
|---|---|---|---|---|
| Rooms To Go model | Furniture retailer | No open marketplace | Sells its own merchandise bought from vendors; no public vendor application page | As of Nov. 2026 |
| Tip-over standard | 16 CFR 1261 (STURDY) | 27 inches and up | Free-standing clothing storage units made after September 1, 2023 | Current |
| Upholstered furniture flammability | 16 CFR 1640 (TB 117-2013) | Effective June 25, 2021 | Compliance label required from June 25, 2022 | Current |
| Composite wood formaldehyde | TSCA Title VI · 40 CFR 770 | Third-party certification + label | Importers certify at entry; records kept 3 years | Current |
| CPSC eFiling | Importers · 16 CFR 1110 | July 8, 2026 | Foreign trade zones January 8, 2027 | From 2026 |
| Section 232 tariff | Upholstered wooden-frame seating, cabinets, vanities | 25% | From October 14, 2025; increases postponed to January 1, 2027 | Current |
| Section 301 forced-labor tariff | China, Vietnam and others / Malaysia and others | 12.5% / 10% | From July 24, 2026; not added to Section 232 goods; under litigation | Current, subject to change |
| Wooden bedroom furniture from China | Antidumping order A-570-890 | 216.01% | China-wide rate; exporters with separate rates differ | Current |
| Source of income from produced inventory | IRC §863(b) | Where produced | A U.S. office brings in §865(e)(2) and §864(c) | Since 2018 |
| Related-party import cost cap | IRC §1059A | Customs value | Tax cost of inventory aligned with declared value | Current |
| Foreign-owned company reporting | Form 5472 | $25,000 | Penalty per missed form; foreign-owned single-member LLCs file too | Current |
| C corporation election | Form 8832 | 21% · 60 months | Generally can't change again for 60 months | Current |
| Dividend withholding | Form 1042-S | 10% / 30% | 10% to a Chinese parent under the treaty; 30% to a Vietnamese parent (no treaty in force) | Current |
| Texas franchise tax | U.S. warehouse in Texas | $2,650,000 | No-tax-due threshold for 2026 and 2027 reports; information report still due | 2026–2027 |
Common mistakes
"Rooms To Go works like Amazon: sign up and list."
It's a retailer with no open marketplace and no public application; its buyers choose suppliers. If someone offers to get you "onto Rooms To Go," ask exactly what channel they mean.
"A DDP quote is just FOB plus freight."
Under DDP you're the importer, so duties, clearance, CPSC eFiling and UFLPA detention risk are yours, and a rate change moves your margin. A U.S. warehouse and staff can also bring U.S. income and state taxes.
"A U.S. single-member LLC is the easiest importer."
A single-member LLC owned by a foreign person is disregarded, so its U.S. activity is attributed straight to the foreign owner, and it files a pro forma 1120 with Form 5472 every year. Decide whether to elect C corporation status before you start doing business.
"Prices between parent and subsidiary don't matter; it's one family."
The declared value drives duties, the tax cost of inventory can't exceed it (§1059A), and the U.S. company's profit has to be arm's length (§482). CBP and the IRS look at the same invoice.
What should I do in my situation?
Start with whether you're a factory or a U.S. brand, your freight terms, and whether you have staff or a warehouse in the U.S., then find your situation below.
- Situation A: a factory in China or Vietnam selling FOB only. No U.S. company needed. Give the retailer a W-8BEN-E, keep compliance documents complete so the retailer can file as importer, and assess permanent establishment before anyone negotiates or signs contracts for you in the U.S.
- Situation B: a factory that wants to sell DDP without a U.S. warehouse. Settle the importer (the foreign company as a nonresident importer, or a U.S. company), with a customs broker, bond and CPSC eFiling in place. Write duty-change price adjustments into the DDP contract.
- Situation C: a U.S. subsidiary and warehouse supplying several retailers. Choose a C corporation or LLC (and whether to file Form 8832), sign an intercompany agreement with pricing support, register for sales tax and state tax in the warehouse state, and file Form 1120 with Form 5472 every year.
- Situation D: a U.S. home brand importing from overseas factories and supplying retailers. You're the importer, so capitalize duties into inventory; collect resale certificates from retailers; consider an S election once profit is steady.
- Situation E: supplying retailers and selling retail on platforms. Reconcile wholesale and retail by channel, tie platform 1099-Ks to platform income (see yclcpa.com/1099k), and check income and franchise tax in each state where inventory sits.
- Situation F: Chinese owners of a Vietnamese factory. With no U.S.–Vietnam treaty in force, a U.S. place of business carries more risk for the Vietnamese company. Owners who are U.S. tax residents also need to look at Form 5471 and related filings.
Plan the tax and entity side before your first U.S. retail order
We've done U.S.–China cross-border tax for 10 years and prepared taxes for e-commerce sellers for many years. For a furniture factory supplying U.S. retailers, the tax questions aren't about "getting listed"; they're about freight terms, who imports, the U.S. entity and pricing. Before your first DDP order, we help you decide whether you need a U.S. company and which kind, compare the tax results of FOB and DDP, and set up intercompany pricing, Form 5472, state taxes and the books together. Product compliance, contracts and IP are for testing labs and attorneys; complex cross-border structures can be booked as a paid consultation at yclcpa.com/advisory.
- Big Four background, 15+ years in U.S. tax, 10 years of U.S.–China cross-border work, credentialed as CPA, EA and CAA
- Entity choice and W-9 / W-8BEN-E settled before vendor setup; whether a foreign-owned single-member LLC should file Form 8832 to be taxed as a C corporation, tested against profit and owners
- Form 1120 + 5472 for U.S. subsidiaries, pro forma 1120 + 5472 for foreign-owned single-member LLCs, intercompany pricing and documentation
- Sales tax registration and nexus in warehouse states, resale certificate files, bookkeeping for chargebacks and allowances, 1099-K reconciliation for platform channels, and ITINs through our CAA when needed
How it works
- 1
Free assessment
A free 15-minute call to learn your factory, products, target retailers, freight terms and any existing U.S. entity.
- 2
Modeling
We compare duties, U.S. income tax, state tax and dividend withholding under FOB, DDP and a U.S. subsidiary, and recommend an entity.
- 3
Setup
We form the U.S. company, get the EIN, handle foreign qualification and sales tax registration, and prepare the W-9 or W-8BEN-E and intercompany agreement.
- 4
Books and filings
We reconcile orders and chargebacks, keep the books, and file Form 1120 with Form 5472, state returns and Forms 1042-S each year, plus 1099-K reconciliation for platform sales.
FAQ
Does Rooms To Go have a vendor application? Can I list products on it like on Amazon?
As of November 2026, Rooms To Go has no public vendor application page and no open third-party marketplace. It's a furniture retailer whose buyers choose factories through trade shows, agents and existing trade channels and order to its own designs or for partner brands. Supplying it means being a wholesale vendor, not opening a store.
Does a Chinese factory selling furniture FOB to a U.S. retailer owe U.S. income tax?
Generally not. Income from inventory the company produces is sourced where it's produced, so a factory that manufactures in China, delivers at a Chinese port and has no U.S. office, employees or contract-signing agent generally isn't engaged in a U.S. trade or business. The retailer doesn't withhold or issue a 1099; the factory provides a W-8BEN-E. Adding a U.S. warehouse or U.S. sales staff calls for a fresh review.
Under DDP, who pays the tariffs, and who gets IEEPA refunds?
Under DDP the supplier or its U.S. company is the importer of record, pays the duties and builds them into the DDP price. IEEPA refunds can be claimed through CBP's CAPE function only by the importer of record or its broker. Under FOB, the retailer is the importer and both the duties and any refunds are its own.
Do I charge sales tax when selling to a retailer like Rooms To Go? Will I get a 1099-K?
No. A sale to a retailer is a sale for resale; with the retailer's resale certificate it's exempt, and the retailer charges sales tax to consumers. Wholesale payments don't go through a payment platform, so there's generally no 1099-K, and payments for merchandise aren't reported on Form 1099-NEC. A company with a U.S. warehouse still generally registers for sales tax in that state, and the income is still reported.
Can YCL help a furniture factory plan the tax and entity side of supplying U.S. retailers?
Yes. YCL CPA (yclcpa.com) helps before you take orders: entity choice, W-9 or W-8BEN-E, whether a foreign-owned LLC should file Form 8832, and the tax differences between FOB, DDP and a U.S. subsidiary. After setup we handle intercompany pricing, Form 1120 with 5472 or a pro forma 1120 with 5472, sales tax registration and state taxes, chargeback reconciliation and bookkeeping, and ITINs through our CAA when needed. Product compliance and contracts are for labs and attorneys, and results depend on your facts. Start with a free 15-minute call; complex structures can be booked as a paid consultation.
Related guides
- Cross-BorderA Chinese parent's U.S. subsidiary — do foreign shareholders register with the state, and which filings actually apply?
- Business & Self-EmployedWhat taxes do Amazon FBA sellers owe? Inventory states, sales tax, franchise tax, inventory costs and tariffs
- Cross-BorderDoes a foreign-owned U.S. LLC file Form 5472? How to prepare and send the pro forma 1120, and what happens if you don't
Sources
- Rooms To Go: About Us; Our History; Common Questions (vendor direct shipping, sales tax states); Business Plus (reviewed November 2026)
- Helix Sleep and Rooms To Go partnership press release (August 19, 2025); Furniture.com launch press release (PR Newswire, February 23, 2026)
- Home News Now: HNN 125 Furniture & Bedding Retailers 2025, Nos. 1–25 (June 22, 2026)
- TrueCommerce: Rooms To Go (SPS) trading partner EDI page (810, 846, 850, 855, 856)
- CPSC: Clothing Storage Units business guidance and FAQ; 16 CFR part 1261 (88 FR 28403, May 4, 2023); 16 CFR part 1640 (direct final rule published April 9, 2021); eFiling rule (16 CFR part 1110, published January 8, 2025, effective July 8, 2026)
- EPA: Formaldehyde Emission Standards for Composite Wood Products (40 CFR part 770) and small entity compliance guide for importers and retailers; CBP CSMS #18-000727
- Presidential proclamations: Adjusting Imports of Timber, Lumber, and Their Derivative Products (September 29, 2025; increases postponed December 31, 2025)
- USTR: Section 301 forced labor investigations, Final Action (July 23, 2026, effective July 24, 2026); Section 301 China List 3
- U.S. Department of Commerce: Wooden Bedroom Furniture from the People's Republic of China (A-570-890), administrative review results (August 2026)
- CBP: IEEPA Duty Refunds and CAPE notices (2026); Learning Resources, Inc. v. Trump (U.S. Supreme Court, February 20, 2026)
- IRC §§482, 863(b), 864(c), 865(e), 1059A, 6038A, 6662(e); Treas. Reg. §301.7701-3(c)(1)(iv); §1.882-4
- IRS: Instructions for Form 5472; Instructions for Form 1120-F; Publication 515; Instructions for Forms 1099-MISC and 1099-NEC (payments for merchandise not reported); U.S.–China income tax treaty, Articles 5 and 10
- U.S.–Vietnam income tax treaty (signed July 7, 2015; not in force as of November 2026)
- Texas Comptroller: Franchise Tax (threshold of $2,650,000 for 2026 and 2027 reports); resale certificate forms from Florida, Georgia, Texas and North Carolina (DR-13, ST-5, 01-339, E-595E)
Want to supply U.S. furniture retailers but unsure about FOB vs. DDP or a U.S. company?
Book a free 15-minute call. A CPA will look at your products, freight terms, target retailers and current structure and tell you what to do on the tax side and when, with no fee and no sales pitch.
