Foreign Firm Registration & Resident Agent Service in United States

Here at the |S|B|G|A| We Offer Foreign Firm Registration & Resident Agent Service

Our Comprehensive Service Allows You To Have Official & Professional Presence In The United States Thus Be Able To Engage and Conduct Business Legally Under Protection of United States Trade Commission.

We Offer Full Support Service If You Wish 'to Sell To The State & Federal Government

Choosing an entity type

Foreign nationals can incorporate a business in the United States as either a limited liability corporation (LLC) or C corporation. Only US citizens and green card holders may own S corporations.

Both LLCs and C corporations offer liability protection, which means that owners are not personally liable for business obligations. However, there are some important differences between the two entity types.

Specific requirements for your business vary by entity type and the state where you incorporate, and may include:

• LLC:
  • Annual reporting requirements to the state.
• Corporation:

• • Filing articles of incorporation.
  • Filing initial reports and statements shortly after completing incorporation.
  • Providing stock to shareholders.
  • Recording all stock transfers.
  • Permitting shareholders to appoint a board of directors.
  • Conducting annual shareholder and director meetings.
  • Submitting financial statements to the local secretary of state.
  • Producing and following bylaws.
  • Filing an annual report with a filing fee (in most states).

Selecting a state for incorporation

In the United States, companies are authorized and governed by the laws of each state, not by the federal government. You will need to select a state to incorporate in based on your company’s needs.

Laws of the state where you incorporate will impact the business affairs of your company, including corporate governance, fiduciary duties, and the appointment and election of directors. Additionally, taxation rules for your company vary based on where you incorporate.

Delaware is considered one of the most business-friendly states in the US, while a few other states have favorable tax policies.

Delaware offers a variety of benefits, including:

1. Modernized corporate law and specialized courts which handle business disputes.
   • These factors are generally more important for larger corporations with many shareholders.
2. Popularity with venture capital funds.
   • Venture capitalists (VC) prefer to invest in companies that are incorporated in Delaware, because they are familiar with the state’s laws and court system. It may be wise to incorporate in Delaware if you are seeking venture capital.
   • It’s difficult to invest in an LLC. Convert to a C corporation if you want to attract VC funding.
   • Other states are VC-friendly, such as Nevada and Wyoming.
3. Anonymity when it comes to disclosure of names of officers.
   • You only need to provide the name of your registered agent when incorporating.

South Dakota, Nevada, and Wyoming each provide:

• Lower incorporation fees.
• Fewer taxes.
• Faster incorporation.

Businesses must register for foreign qualifications if they conduct business in states outside of their state of incorporation. While the definition of conducting business varies by state, it may include transacting business above a certain dollar amount, hiring an employee, purchasing property, operating a facility, offering services or products, applying for a professional license, and more. If your activity in a state is limited to conducting e-commerce there, you generally will not be required to register for foreign qualification.

Businesses that incorporate outside of their home state must register for foreign qualifications in the state where they are based. These businesses are subject to taxes and annual compliance requirements in both states. It may not be advantageous to incorporate outside of your home state unless you expect to face complex litigation, or you plan to seek venture capital funding.

Setting up your company

Work with your trusted attorney to set up your business and ensure that it fulfills all associated legal requirements. Although the processing time to set up an entity varies by state, it generally takes about two weeks with a standard incorporation fee. Certain states may offer an expedited fee for incorporation.

You will need a registered agent in the states where you do business outside of your home state, and you may also want one in your incorporation state. Registered agents accept official mailing, legal documentation, and service on behalf of your company.

Foreign business owners also need to open a bank account in the US for their business. If you bank with a large international bank, try to set up an account with them first. You will need the following documentation to open a business bank account:

• Articles of incorporation provided by the Secretary of State. You will need to provide information on:
  • LLCs: Members and registered agent.
  • C corporation: Shareholders, directors, and registered agent.
• Internal governance document (for LLCs):
  • Who the members are.
  • Capital infusion.
  • Bylaws.
• Employer Identification Number (EIN): You can get one for your business if you have an Individual Taxpayer Identification Number (ITIN).

Immigration Status

There is no requirement to be a US citizen or green cardholder to open a C corporation or LLC in the United States. Regardless of immigration status, foreigners can form a US business if they have registered for an ITIN. This process takes about 18 weeks.

Although anyone can own a C corporation or LLC, you will need to get a proper visa to actively work for the organization in the US as a shareholder or member.

If you need to send an executive to the US to set up a local office, you may want to consider the L-1 visa. This visa allows you to transfer professionals from your foreign company to the same company in the US. The L-1A visa is designed for executives and managers, while the L-1B visa is best for those who have specialized knowledge of an organization’s processes, products, services, and equipment. Contact the |S|B|G|A| for help.