Before considering the registration of companies in the U.S., it is necessary to point out the essential feature of the state system of this country - the federal structure.
Each state has full sovereignty over its territory, except for those matters that are referred to the federal government (for example, trade between the states). States have their own system of executive, legislative and judicial branches. Moreover, they often compete with each other to attract investment, with associated features of the legal regulation of the opening and operation of companies in various states. For this reason, the first task that must be solved to open a business in the U.S. - choice of place of incorporation.
Step 1: Select the state.
Select the state to register a business depends on many factors.
In particular, the tax rate applicable to companies and (or) their founders, is one of the subjects addressed. Local tax rates vary (sometimes significantly), which allows employers to choose the most favorable conditions.
For example, if a company has no plans to operate in another state or doing business outside the U.S., it makes sense to register a company in the state in which there is no local corporate income tax (state corporate income tax), - this is Nevada, Wyoming and Washington. If the company plans to trade in a particular state, please be aware that sales taxes (sales taxes) are absent in Alaska, Delaware, Montana, New Hampshire and Oregon. It is important that regardless of the state registration of the company will pay taxes in those states where it conducts business.
Delaware has become known for its favorable in terms of business law, especially for the management of large corporations. (In Delaware registered more than 850,000 corporate clients, including more than half of the companies of the 500 largest U.S. corporations (Fortune 500), such as Amazon.com, Inc).
It is noted that the success of Delaware is associated with a large number of precedents, which for many years to fill gaps in state law and allow to unambiguously interpret the rules. Stationery Court of Delaware has a reputation for swift resolution of disputes and take informed decisions. In addition, this Court held the meeting without a jury, which makes the process more predictable and less costly. As regards taxation, the earlier in order to attract business Delaware resets local taxes. This caused some excitement on the registration of companies in the state, but after a few years, local taxes were again restored. Currently, the local corporate income tax in Delaware is 8.7%. It should also be remembered that in addition to local taxes there is a common state for all federal tax system.
In view of the differences in state laws setting up a business in the U.S. recommend getting professional advice on tax planning.
Step 2: Select the form of doing business.
Traditionally, there are the following forms of doing business in the U.S.:
individual businesses (sole proprietorship);
Partnership (partnership);
Corporation (corporation);
a limited liability company (LLC).
Individual business - the simplest and least expensive form of business in the United States. It is most often elect owners of small shops, cafes, hairdressers, etc. The advantages are obvious: the entrepreneur himself takes management decisions and they should not negotiate with anyone else (for example, in partnership decisions are made by consensus colleagues), all income derived from activities that are in his possession, etc. However, activity in the form of individual enterprise in the United States, as a rule, does not require registration. Only in cases where the trader operates under a different name (for example, an entrepreneur, John Smith conducts business under the name of Smith's Store (Shop Smith)), the name must be registered. In addition, American businesses to do business can bring unlimited number of employees. The disadvantages associated with this form of business include personal unlimited liability for the debts of the entrepreneur.
Income Entrepreneurs in the U.S. are subject to income tax (ie, no differences in the taxation of individuals engaged in or conducting business.) From U.S. businesses and does not require submission of a special report relating to the conduct of business.
Association of the United States is presented in two forms: the full and limited. In full partnership, partners have unlimited liability for the obligations of the partnership all the property belonging to them. With limited (limited) partnership one or more partners are liable for the obligations of the partnership with all of its (their) property, and others - solely in accordance with the size of their contributions (limited liability).
In the U.S., participants in the partnerships (both forms) can act as individuals and companies (corporation, LLC, other partnerships).
Friend feature of the legal regulation of private partnerships in the U.S. compared with the Belarusian legislation - the lack of taxation of income of the partnership at the company level. So, fill out tax returns of the partnership, but they do not pay taxes. The report states only the distribution of income and expenses between the partners and each partner pays taxes on their own. Such a system of distribution of income and expenses between the partners to optimize taxation.
Corporation (Corp., Inc.) Are traditionally the most popular form of business organization in the United States. Examples of large corporations are world-famous companies McDonald's, General Motors, Coca-Cola. The main advantage of the corporation - limited liability of the members (shareholders) for the debts of the corporation. Lack of the corporation in that it is an object of double taxation, ie, tax exempt income of both the corporation and its members (shareholders).
However, if the corporation meets certain requirements (number of shareholders to 100, produces a type of shares, etc.), it can choose a system of taxation in accordance with Subsection. S Sec. A U.S. Tax Code (the so-called S-Corporation). Under this system, the corporation does not pay federal income taxes, and revenue is distributed among the shareholders, who in turn pay taxes (ie taxes like partnerships).
A limited liability company (LLC) appeared in the U.S. in the 1970s and became widespread by the end of the 1990s. LLC combines several advantages of the partnership, and corporation. On the one hand, members of these companies have limited liability for claims by creditors (like corporations). On the other - LLC to be generally tax transparent (pass-through taxation), which is characteristic of partnerships, not corporations. This means that the income received by the company is not taxed at the company level, and is considered for tax purposes as income received by its members in proportion to their shares.
Participants LLC can be either individuals or companies (including foreign). In this LLC may be created by one person (Single-Member LLC) /
The final choice of forms of business depends on many aspects, including the type of activity, the legal status of the founders (resident / nonresident), etc.
Step 3: Preparation for business registration.
As an example, consider the law on business registration in the state of Washington. Recall that each state has its own rules. (Washington, DC - (Washington State) - State of the northwest United States. Capital - Olympia, the largest city - Seattle. Population - about 5.9 million people. To the north of the state borders the Canadian province of British Columbia, in the east - with staff Idaho, in the south - with the state of Oregon, on the west by the Pacific Ocean. located in the state headquarters of the well-known corporations as Microsoft, Starbucks, and PACCAR.)
In this state to do business does not require registration procedure by individual entrepreneurs, and full partnership. But despite this, the intention to carry out licensed activities of these persons are obliged to apply to the Department of Licensing for a license (see below).
Registration is required:
for corporations;
limited partnerships;
limited liability companies;
limited liability partnerships (LLP).
3.1. Select and check references.
Before applying for registration, choose the name of the newly established organization. To verify the absence of its similarity to the names already registered in the State of companies maintains a database that is open for public access to the Secretary of State website.
3.2. Find a legal address.
In cases where the company is located in another state or outside the U.S., it is necessary to the registered agent. (According to the law of Washington State all corporations, LLC and limited partnerships must have a registered agent with an address in that state. As such an agent may act as a physical as well as specialized legal entity).
The functions of the registered agent is to receive correspondence from the company owed to state agencies. He was also charged with the Secretary of State notice of change of address or termination of its activities for the company.
According to the agreement the agent can find a registration office for companies doing business, and to notify her of the need for payment, the payment of fees by the due date. Paying the registration agent can take on all responsibilities for the registration of the company.
On the Internet you can find lists of registration agents operating in a particular state.
Step 4: Register with the Secretary of State.
Register your company with the Secretary of State can be in online mode. If there are difficulties with Internet access for registration should contact the Department of Corporations (Corporations Division) with the Secretary of State in person, by fax or postal service.
For example, consider the requirements for registration LLC.
The application form for registration LLC, which is available at the Secretary of State, includes the following information:
A. Company name.
The name must indicate the legal form - Limited Liability Company or Limited Liabilitiy Co or one of the abbreviations - LLC or LLC);
Two. address of principal place of business;
Three. creation date of the company.
The company itself can choose the date from which it will be legally established: the date of registration with the Secretary of State or any other date within 90 days after registration;
4. period of activity.
The company also chooses, it is created for an indefinite or specified period (usually calculated in years);
Five. management of the company.
Manage the company can either founders (members), or control (managers), who elected not only among the founders;
6. name (name) and address of the registered agent;
7. the name (s) and addresses of all shareholders.
(In the U.S. the registration authority must grant the charter company. Charter LLC (or the Operating Agreement) is purely an internal document of the company. It regulates the rights and duties of LLC, and hired managers, if they are prescribed by the charter. As a rule, the statute defines the order of vote certain issues, the distribution of profits and losses, the order out of the LLC and others)
Along with the duly completed form by mail sent to the Secretary of State money order or check for payment of the fee for registration of the company at $ 180. As a rule, be charged an additional fee for a quick review of the documents (2-3 working days either on the same day in person), which since August 1, 2010 is $ 50.
Note that in the state of Washington established the following amounts of fees.
Reasons for the collection of fees: The fee
For changes in the application for registration of $ 30
For the elimination of the company -
For reservation of the name (can be done at the request of the founders) $ 30
For the administration of the initial and annual report on the activities of the company (the duty of the company) $ 10
In addition, in the state are charged an annual fee pereregistratsionny (franchise tax), which for the LLC is $ 69 (August 1, 2010).
When filling out forms in online mode, the payment of fees is made in electronic form using bank cards. (In Delaware pereregistratsionny annual fee is quite high: for LLC - $ 250 (was fifth revenues of the state). This Delaware LLC is not required to file an annual report on the activities of the company.)
After registering with the Secretary of State is assigned a uniform identification of a business number (Unified Business Identifier Number, or UBI number). Individual entrepreneurs and full of camaraderie, which in Washington are not required to register with the Secretary of State, receive the specified number when applying to the Department of Licensing.
The unified business identification number consists of nine digits and is used by an organization or employer to refer to the various state agencies (licensing, local taxes, etc.).
Step 5: Local licenses and permits.
The site of the Department of Licensing Washington State provides full information on the subject to licensing activities (list of licenses). In addition, it is possible to order a personalized set of documents in which the steps specified in which public authorities should consult with their addresses and contact information. It's enough to form a general query ("plan to open a restaurant in Seattle", etc.) and call the phone listed on the site, or fill an online application and get information in electronic form.
It is important to note that cities and counties of the State can set its own rules for the licensing of a particular type of activity.
An example.
With the introduction of a request to open a fast food restaurant LLC in Seattle (with employees), the system has provided the following information:
coordinates of the licensing authority (The issuance of individual licenses must be approved by the local police department for the construction and fire safety);
attention that the construction or repair of buildings should obtain a permit;
The need to pay council tax, sales tax, etc.;
provided that prior to hiring employees required to get special insurance (Unemployment Insurance and Industrial Insurance);
responsibilities of the federal law (in particular with regard to intellectual property indicated that the company uses in his shop to live music or a music recording, shall apply to the American Society of Composers, Authors and Publishers (American Society of Composers, Authors & Publishers)) .
More information about the requirements of federal law, see Step 6.
Step 6: Meeting the requirements of federal law.
Separately, it should be said about the requirements that the federal government makes to the newly created organizations. Companies must apply to the U.S. Internal Revenue Service (Internal Revenue Service) for obtaining an employer identification number (Employer Identification Number (EIN)), also known as Federal Tax Identification Number (Federal Tax Identification Number). Treatment is free, provided the opportunity to apply electronically, as well as by fax or postal service.
Identification Number is used for the payment of federal taxes. In addition, federal law provides for the obligation of an employer-direct reports (Forms I-9) of the workers taken into service by the U.S. Citizenship and Migration Board.
A detailed guide to the opening of business and management of the documentation described in the publication of the U.S. Tax Service № 583 (Publication 583 (1/2007), Starting a Business and Keeping Records).
Step 7: Opening a bank account.
The main condition for opening an account at U.S. bank - the presence of a legal entity identification number of the employer. Individuals, including individual entrepreneurs, to open an account must have a Social Security number (Social Security Number).
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