I am opening a company (C corp) in US for my webservice. I am European. Any information / opinions on these questions are very appreciated. I am sorry if some of these are stupid. I talked to a lot of people, read on-line stuff but certain things are still not 100% clear.
1) I intend to open it through www.bizfillings.com . Their site looks legit and packed with information. Any experiences?
2) Delaware or f.ex. NY ? (does opening comp. in Delaware make you suspicious/border-case in your country? I have no "evil" intentions, don't care for tax after profit that much, do care for running expenses, complications, bureaucracy)
3) I will have 2-3 advisors with 0.5 - 3% stock and one helper with 12%. Is it cheaper to make the deal and give them shares before formation, or can it be easily/cheaply done after it. In what range are the (legal/bureau.) expenses associated with this after formation (I know angel deals cost 5-15k)
4) what do such advisors usually prefer: shares, options, ..? What is the simplest, cleanest way to do this. I want to include some vesting terms too. I intend to talk to them of course, but I would like to know more about it when I do.
5) How to open a Bank Acct. I heard it's hard to open it unless you physically come to and US bank (some say it's even harder after patriot act..). Can Bank Acct. be opened by a third person that would go into US bank with mandate from me? Would it-help/he-have to be one of the owners/officers of the company?
That is all for now. I hope your answers help others too.
I'm on the same boat and I researched on it quite a bit. I'm stuck at point 5; bank account. from what I have found, its not possible to open a bank account without being physically there. IANAL however.
While mentioning Lawyers. I know one case when a Lawyer was appointed and he went to physically open a BA. There is one website which sells "open company in USA" kit, where it claims it has a video how to open Bank Acct. 100% online. I can't find it right now and am not sure how legit it is.
While the law is there it seems to have halted. I have tried to get information about this out of them on the state level. There is no services yet. But it might be an interesting opportunity for a startup.
In 2008, Vermont amended its laws governing corporations to accept electronic forms of legally required meetings, operating agreements, documents, signatures, and record keeping. A Vermont corporation (S-corp or LLC), while required to maintain a registered agent with a physical address in the state, can be started, operated and terminated without any of the principals ever being in each others' physical presence.
Since you can register in any other state via a registered agent, it doesn't really add much to the registration process - the difference here is Board meetings. The requirements for in-person vs. teleconferenced Board meetings are governed by each state.
Below is a (1999) compilation of various states' requirement. As you can see, there are NO states that explicitly require Board meetings to be in person and lots of states that provide for at least some form of teleconferencing.
So personally, I don't see what is so crazy special about Vermont. Anyone cares to explain?
Edit: Also, I am pretty sure the article references the wrong bill. If you look at the actual bill in the state database, you will see that the relevant bill is H-458, not H-888.
I was already filling the form for UK formation, when colleague from UK appointed me that "fast fwd bank account" means only that they will pass papers to them, not that I get BA. Then I started calling banks in UK, I called 4 of them, answers were different, but bottom line you can't open account if you don't have UK passport (even if company is in UK). Only one answer was that I could open it, but if I come to one of their offices.
I focused back on US because one of advisors is from US and bizfillings seems to have nice prices / service. UK also had few nice online services for company formation.
If you go through an accountant in the UK to create a company they used to be able to help arrange bank accounts - that may no longer be valid. If no one is resident in the UK (you certainly don't have to have a passport, I have 2 personal bank accounts and 3 business accounts and no passport) then you may have a problem.
I have only just started looking into this, but you may find you can open a company in Jersey or Isle of Man. I think you can do this remotely and get a bank account etc. Also if you are an EU citizen then you might want to try Ireland.
I'm sure you can appreciate why countries don't make it easy for non residents to do these things, and you may find it a lot easier to set up in your own home country until you can actually afford a presence in another country.
> you may find it a lot easier to set up in your own home country
It's often ridiculously expensive to have a real, limited liability company in many continental European countries. For instance, in Italy, you're supposed to have 10K euro of capital (although you can get away with less), not to mention pretty much mandatory fees for accountants, notary public, and so on.
Hm, it seems to really be online. At some UK banks there was a online form but the second step was to go into one of their offices.
here:
"To apply online, you must be 18 or older, a U.S. citizen or resident alien, and have a U.S. address. You also need a Social Security Number and U.S. driver's license or state-issued ID."
I recommend you check out http://walkercorporatelaw.com/blog/ They have a good online presence and share on other sites from time to time. I don't have any experience working with them, but what they say makes sense to me.
5) You might be able to open a bank account if you grant someone power of attorney, but I am not a lawyer and recommend you speak to one if you want more information about power of attorney.
5) I have quite some contacts in US so this could go. I will further digg into it. Even if he would have to be part of the company it could if I manage to set it up.
Be very careful with taxes. Both your home country and the USA will want to tax you, and I am fairly sure (not 100% though) you'll have to file taxes in BOTH countries, using tax treaties to avoid paying double. This will mean you'll need to spend some money hiring a US accountant.
Question: what's the reasoning behind wanting to create the company based in the US? Is it for raising money? I assume you want to raise VC (since you're opening a C-corp, not an LLC)?
There is a tax treaty between us and our country. I plan on having an accountant in US too yes. I talked to one guy which has one in NY and pays aprox $400 yearly for a more or less pasive company.
Q: It's not because of raising money primarily. Primarily it's so I get access to better payment options (google checkout, merchant's account, ..) and because product is focused on US market. I would want to open separate company for this project anyway, so I don't hold all projects inside my main company.
1) i used one of these online services and got company package for like $900-1k. it works well, be sure to indicate that you need international package
2)Delaware is pretty common and works ok for web stuff
3) From zero if you do ething urself up to few k if you are working over lawer. I'd suggest to pick a good legal firm since the beginning.
4) depends, you need to talk to them. as usual dont offer to much.also options can be better in most cases bcs of tax reasons- (disclaimer -thats just my experience and i am not tax adviser)
5) you need visit bank yourself. or one of the founders. no way to open bank account remotely.
anyways i suggest you to come to US, trip cost is << than your other expenses in this venture and you obviously need to talk to many ppl here.
I've just concluded a deal with bizfilings.com, and have been completely impressed. They're the best bang-per-dollar and very professional. It takes around 24-36 hours to get the approval going (they do the name check and then manually review your papers to make sure nothing is amiss). One - two weeks later, you'll have scanned PDFs of your approval available online + hard copies via snail mail coming your way.
I am Canadian and I incorporated (C Corp) in Delaware with Delaware Intercorp. The process was super easy, cheap and everything worked out for the best. I hired a lawyer for my bylaws and stuff, however. I didn't want to rely on their defaults. I guess I did everything the right way since this has never been an issue when a public company incorporated in DE acquired us.
I opened a bank account with RBC in Virginia (they also have branches in Florida). It was easy for Canadians, not sure about Europeans.
You will need an attorney or accountant to help you open the bank account if you are not around to to do it. It may be more economical for you to to simply visit the US and take care of that while you are here, since you'll be able to identify yourself and sign in person, which will be simpler than temporarily issuing power of attorney to a lawyer who you have never met to do so on your behalf.
I am a nonresident and I have incorporated in the US. I live in Chicago, however, on an F1 student visa (did my master's here), so some things were easier for me. Opening a bank account is not a problem, the problem is obtaining an EIN. Read this very carefully: http://danashultz.com/blog/2009/11/30/foreign-company-alert-...
TL;DR: opening a bank account is easy with an EIN, and obtaining an EIN is very easy if the foreign company looking to start up in the U.S. includes, among its officers, at least one who (a) controls, manages, or directs the corporation and the disposition of its funds and assets and (b) has an SSN.
FWIW, I did C-corp in Illinois through MyCorporation. Total cost was about $200 and it took almost a month (chose non-express option).
1) I intend to open it through www.bizfillings.com . Their site looks legit and packed with information. Any experiences?
2) Delaware or f.ex. NY ? (does opening comp. in Delaware make you suspicious/border-case in your country? I have no "evil" intentions, don't care for tax after profit that much, do care for running expenses, complications, bureaucracy)
3) I will have 2-3 advisors with 0.5 - 3% stock and one helper with 12%. Is it cheaper to make the deal and give them shares before formation, or can it be easily/cheaply done after it. In what range are the (legal/bureau.) expenses associated with this after formation (I know angel deals cost 5-15k)
4) what do such advisors usually prefer: shares, options, ..? What is the simplest, cleanest way to do this. I want to include some vesting terms too. I intend to talk to them of course, but I would like to know more about it when I do.
5) How to open a Bank Acct. I heard it's hard to open it unless you physically come to and US bank (some say it's even harder after patriot act..). Can Bank Acct. be opened by a third person that would go into US bank with mandate from me? Would it-help/he-have to be one of the owners/officers of the company?
That is all for now. I hope your answers help others too.