Why do a lot of entrepreneurs in the tech/internet space want to start a company in the US? Why not some other place? Incorporating in the United States has some great advantages. US companies have better access to online tools, payment systems and even capital; when you plan to scale your business and are on the lookout for venture capital, being a US company is definitely an added bonus.
In this blog we will talk about
- What are the options to start a US Company?
- Which US State to register your business in?
- How to start a US Bank account for your business?
- What is the ongoing maintenance and compliance for the US Company?
OPTIONS TO START THE US COMPANY
Who can do this?
Anybody who is not physically present in the US, such as a SEO agency, SaaS company, etc can start a US Company.
Non-citizens can open these 2 types of corporate entities in the US:
- Limited Liability Company (LLC)
- Corporation (C-Corp)
Now let’s see the advantages and disadvantages of these 2 corporate entities and find out which one would be better suited for your business.
Advantages of LLC
- Limited liability, that is, members are protected from personal liability for business decisions or actions. Personal assets are safe if the company incurs debt or is sued.
- Free from the strict record-keeping necessary for C-Corp, and have almost zero restrictions on profit sharing between members.
- You have the option to choose whether to be taxed as an individual or a corporation. In case you choose to be taxed as an individual, you can avoid double taxation. That means the income of the company is taxed as the income of the members-only and the company does not pay any tax on it as a separate entity.
Disadvantage of LLC
- As the members have limited liabilities, venture capitalists don’t prefer to invest in LLC. Thus, LLC might not be a good option, if you plan to raise funds for your business from the venture capitalists.
Advantages of C-Corp
- Ability to expand by offering unlimited stock: This feature is attractive to investors.
- Liability of the members is limited
- No restriction for the maximum number of shareholders
- Ability to protect them from close I.R.S. involvement. It comes with the price of double tax- but this financial damage is avoided through careful tax planning, which can cancel out most of the double taxation.
- In case of dissolution, preferred stock owners are paid before common stock owners
Disadvantages of C-Corp
- Compliance procedure is more extensive as compared to LLC. You will have to maintain books of accounts and comply with other rules and regulations.
- Does not have the choice as to how it wants to get taxed. It will be taxed as a corporation only.
- Double taxation: Corporation is first taxed as a separate entity and then the dividend is taxed by the individual as well.
C-corporation can issue preferred stock. This is the most sought after investment for VCs. It ensures higher and steady income through dividends.
3 Ways To Get Your Business Registered In The US:
- DIY: You can do it on your own. You will have to put in extra effort and do a lot of research regarding the legal policies and compliances. Ensure not to make any mistakes as that can land you in trouble.
- Incorporation via Stripe Atlas: Stripe is a payment gateway that allows you to receive international payments. Stripe Atlas is one of their services through which they get your business incorporated. Although their charges for business incorporation maybe lesser than that of an expert, one and only drawback here is that Stripe does not incorporate all forms of entities and only incorporates a C-Corp and that also only in one state i.e. Delaware.
- Hire an Expert: Hire an expert who will advise you at every stage of the incorporation and also give you legal advice.
What state should you register your business in?
When deciding the state where you will register your company, you must prefer a state where the tax burdens are less. Two states that are inexpensive for entrepreneurs are Delaware and Nevada.
Delaware is particularly popular, because of corporate law which provides significant protections to directors and shareholders. For incorporating in Delaware, you don’t even require a physical address. This state is welcoming for the foreign entrepreneurs and thus Delaware’s corporate law website is available in quite a few different languages.
How to incorporate in Delaware?
As per the information from Chartered Club, procedure to incorporate the 2 most popular forms of entities in Delaware i.e. LLC & C-Corporation is explained below:
How to incorporate an LLC in Delaware?
Step 1: Select a name for your LLC
- Select a name for your company
- Check whether it is already taken and if not then you can reserve it for a nominal fee of $75, here.
Step 2: Appoint a registered agent
This registered agent
- can be an individual or business entity who will collect the legal documents on your behalf
- should have a physical address in Delaware
Find the list of registered agents here.
Step 3: File a certificate of formation
Fill the form for Certificate of Formation of Limited Liability. The form can be filed by fax or mail.
In the form you need to fill the following details,
- LLC’s name.
- Name and address of the registered agent that you have appointed.
The filing fee is $90. The process of application takes approximately 7-14 days.
Step 4: Prepare an operating agreement
An operating agreement is a significant document used by LLCs as it outlines the business’ financial and functional decisions including rules, regulations and provisions.
The key points that need to be included in the operating agreement are
- The members’ percentage interest in LLC
- The rights and responsibilities of members
- The voting powers of members
- Basis of allocation of profits and losses of LLC
- Management of LLC
- What happens when a member wants to sell his/her interest
- What happens in case of death or disability of a member
These are just a few examples. You can include other clauses as well in your operating agreement
Step 5: Fulfill Tax and Regulatory requirements
To comply with the tax laws you need to apply for the following:
- EIN- Employee Identification Number: You need to apply for EIN if you have or are planning to recruit more than one employee in your organization. If you are a sole member then you can opt to tax your LLC as a sole proprietorship/individual.
- Business License: If your business requires you to obtain any special permit or license to operate then you need to obtain that license to carry on your business.
- Annual report: In Delaware, it is not compulsory to file annual returns.
Step 6: Pay mandatory State Tax
The state of Delaware requires you to pay an annual tax of $300 as Alternative Entity Tax. It is due on June 1 of every year and is paid to the Delaware Division of Corporation Franchise Tax section.
How to incorporate a C-Corporation in Delaware?
Step 1: Select a name for your C-Corporation
- Select a unique name for your company.
- Check the availability of names in the database of the Secretary of State.
- Either reserve the name for 120 days by paying US$ 75 or when you incorporate the company it will automatically get registered
Step 2: Appoint a registered agent
You need to appoint a registered agent who will authorize the legal papers on your behalf. They usually charge a minimum annual fee for the same.
Step 3: File the certificate of Incorporation
This is the most important step;
Fill in the following details:
- Company name and address
- Purpose of formation of the company
- Name and address of the registered agent
- Mention authorized capital
- Name and address of the promoters
You will find the incorporation form here.
Here the company address and address of the registered agent will be different. You need to have a physical address in the US to register the company.
There are virtual offices in the US that will provide you with physical addresses where all the mails will be sent and they will also give a local US phone number.
Some of the virtual offices are:
- Opus Virtual Offices
- DaVinci Virtual Offices
The filing fee is $89 and it can be filed by mail or fax only. Currently, they do not have the option to file online and you will need to ask your registered agent to do so.
Step 4: Comply with Tax and Other Regulatory Requirement
1. EIN: Employer Identification number: It is mandatory to get an EIN number. There is no filing fee. You can file here for your EIN number. Once you are done with all the regulatory compliances you will have an established corporation in Delaware and can start your business as a U.S. corporation.
2. File annual reports: You have to file the annual reports of the company every year by 1st March. The fee for filing returns is $50. The penalty for non-filing of returns is $100.
Few Services That Will help You To Start A US Company
#1 Stripe Atlas
According to this service, all you have to do is sign up for a form, pay a fee of $500 and wait for a few days. You’ll get a US business account, your legal company, your Tax ID etc. Then you will have to pay the running costs every year.
Your company will be incorporated in Delaware, Texas. Because of the tax benefits, it is one of the popular destinations in the US to start a company.
Cons of Stripe Atlas
- It is easy to start a company using Stripe Atlas but after that, the running costs are higher. For instance, to pay corporate taxes in the US, you will need to hire an attorney and that will be super expensive when you try to do it through Stripe Atlas.
- They are only doing C-Corps and you need to be a U.S.Citizen to be able to incorporate LLCs.
- You need to use the Stripe Payment gateway when availing of their services and many people say that it is not the best solution.
- Stripe Atlas has tied up with a few banks. So you can create your corporate bank accounts only in those banks and you will have to comply with their minimum balance requirements and other regulations.
Some claim that this service is better than Stripe Atlas.
It provides the same services as that of Stripe Atlas and that too at slightly lower price.
Follow these simple steps to start your company using Firstbase.io.
- Start their online application
- Choose your company type, i.e LLC or Corporation
- Choose which state you want to incorporate in
- Describe your business
- Give your personal details
- Make your payment
Advantages over Stripe Atlas
- You can incorporate an LLC also, being a non-US resident, unlike Stripe which only offers C-Corps for non-US residents.
- Less pricing than Stripe Atlas: The first year of setup including getting your legal documents, bank account, Tax ID, etc costs only $399 and that is 100 dollars less than Stripe.
- Many online reviews support Firstbase over Stripe.
So definitely Firstbase is a better option if you are planning to incorporate an LLC.
Clerky basically provides services to US Citizens but if you are willing to pay money online, and provide them with your personal documents, they will set up the company for you.
They have a fee of US$ 799 but it is just a one-time fee and you will get the documents in hand.
Also at US$ 500 they can expedite the process of Delaware C-Corporation and incorporate your business in 2-3 working days.
So if you want to start your company sooner, this is a great option.
Gust.com is another service like Clerky which is focused on helping U.S residents and founders start, scale or accelerate their companies and offer legal support.
You can start with just $300 for a Delaware C-Corporation like Stripe Atlas. But you don’t get a business bank account with it. And it’s also not popular with non-U.S residents.
HOW TO START A US BANK ACCOUNT FOR NON-RESIDENTS?
THINGS YOU NEED TO OPEN A BANK ACCOUNT
- Personal details such as name, date of birth etc
- Contact information including a residential address, phone number and email
- Proof of ID – often using your SSN and a government-issued document such as a driving license
- Details of the linked account or card you’ll use to fund your account’s opening balance
- Be aware of the minimum balance requirements of the bank
When you are planning to open a bank account in the US, your primary concern is, if you will be able to open the account remotely? And here we talk about the service that allows you to open a bank account in the US without visiting the country. YES!
There are many services that help you to incorporate a business and open a bank account in the US from anywhere in the world. Here, we will talk about a popular option and that is Stripe Atlas.
As mentioned in the previous section, Stripe Atlas allows you to incorporate your business in the US and also create a bank account in the US, remotely. So, this is a great option for startups or individuals who are planning to expand their business globally.
Getting Started With Stripe Atlas
Stripe Atlas charges you US$ 500 for the complete process of setting up your company.
- Create your Stripe Account.
- Complete the Stripe Atlas online application (usually takes about 10 minutes)
- Receive, review, and sign your company’s legal documents via email.
Once Stripe Atlas receives your application, they will verify your documents and check if you have provided all the required information to form your company in the US and if they can support your business. Once they verify, you will receive the legal documents to sign and form your business in Delaware, within a few business days of submitting your application.
BUSINESS BANK ACCOUNTS
Stripe Atlas founders have the option of opening a bank account with one of the partners of Stripe Atlas after they form their company. These banking partners may not be able to support all businesses. Here we talk about two major Stripe Atlas Banking partners: Mercury Bank and Silicon Valley Bank.
Both LLCs and C-Corps are eligible to apply for Mercury accounts. Current residents of some countries may not be eligible for Mercury accounts.
You will need the following information to set up a Mercury Business Bank Account:
- Business description and link to your website.
- Incorporation documents from the state of Delaware
- Your IRS-issued EIN document
- International passport or U.S. government ID for each founder or majority owner (more than 25%) of the company
- Residential address (does not have to be in the US) and email address of each beneficial owner of the company
- U.S. SSN for each beneficial owner of the company (if applicable)
- Phone number of each beneficial owner of the company
Mercury Debit card
Stripe Atlas users can opt-in for Mercury debit cards in their application and will receive the debit card as soon as the Mercury bank account is opened.
If you live outside the U.S. and you want to apply for a Mercury debit card, enter your registered agent’s address as the shipping address for your debit card during the Mercury application process.
Silicon Valley Bank (SVB)
After you complete company formation, you’ll have the option to open a bank account at Silicon Valley Bank (SVB).
During the application process, you will be prompted to select administrators for your SVB account. After you open the bank account, the administrators will receive a temporary password to log in online.
You can link your SVB account to your Stripe account to have Stripe payments automatically deposited.
SVB Debit card
Stripe Atlas users are eligible to receive a debit card linked to their SVB account. However, there might be restrictions based on your country, for instance, SVB debit cards aren’t available to cardholders living in India as per Reserve Bank of India restrictions. If you opt-in for debit cards, while completing the application, you’ll receive an email from SVB after you receive your EIN, with instructions on how to complete your debit card application.
For details, visit SVB’s website.
ONGOING MAINTENANCE AND COMPLIANCE FOR THE US COMPANY
Listed below are some general regulatory compliances that all C-corporations need to take care of.
1. Maintain Corporate Record Book
Keep a record book of your company at your principal office. It should have all the important papers related to your company, such as:
- Minutes of directors’ and shareholders’ meeting
- Stock certificates
- Along with these you can keep all the other important papers related to your company.
2. Prepare Corporate Bylaws
Corporate Bylaws is the internal document of your company that states how a company is run. You need not file it with the state but it:
- states your corporation’s operation rules
- Increases the legitimacy of your corporation in the eyes of third parties.
- Ensures that yours is not a fake business.
3. Appoint the first directors of the company
You need to appoint the first directors of the company who will be responsible for managing the business. They will serve on board until the first shareholders meeting.
You need to make an Incorporator’s Statement, where you will mention the names of the directors. It should be kept at the principal office in the company’s record book.
4. Hold your first Board of Directors’ meeting after the incorporation
Here you can appoint
- Corporate officers
- Adopt Bylaws
- Select a Corporate Bank
- Adopt an official stock issuance form
- Set the corporation’s fiscal year
And other matters that are significant for your company. The minutes of the meeting must be signed by all directors.
Tax Compliances for starting US Company
There are two types of taxes in the U.S.
- Federal Tax
- Franchise Tax
Federal Tax is the tax you pay to the central government which is calculated on your income at the end of year.
Franchise Tax varies from state to state and depends upon the sale of your company. In some states such as Nevada, it is exempt if you are selling within the state. In Delaware, services are exempt from the franchise tax.
Hope this article gives you the information you are looking for and eases up the process of registering your business in the US. In case you have any questions kindly leave it in the comment below and we will try to add that information as well to the blog.