
How to register a company in the USA: the most comprehensive guide for founders - anuriev
http://aynuriev.com/how-to-register-company-usa/
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jlangenauer
One thing to be aware of is that registering a company in the US (or anywhere
else) does NOT mean that it's not taxable where the founders or management are
resident.

For example, in Australia, a foreign company is taxable if i) Australian tax
residents control the company’s voting power; or ii) Its “central management
and control” is in Australia.

Other jurisdictions have similar laws.

~~~
Lordarminius
> One thing to be aware of is that registering a company in the US (or
> anywhere else) does NOT mean that it's not taxable where the founders or
> management are resident.

I always wondered about this and how it affects startups. In particular, YC
requires that all the companies it funds be registered as US entities. How do
these companies manage double taxation ?

~~~
rmah
By filing taxes in every jurisdiction they are legally required to file. Let's
use the grandparent post's example: australian founders, company registered in
deleware, USA.

They need to file at least the following:

1) US federal corporate income tax

2) Deleware state franchise tax

3) Australian income tax

Probably more. If you want to stay fully legal and compliant, it's just what
you have to do.

~~~
estebarb
And if this is extended to sales taxes: how companies actually pay taxes
worldwide? I mean, a SaaS would require the company to be registered anywhere
it gets a new customer? In real life how it is handled?

Also, I have read that some services like 2checkout offer "name of record"
where they seems to pay taxes on behalf of a company globally. But I haven't
seen any other company offering that, so I'm not sure if it it's standard or
not...

~~~
gamblor956
Sales taxes are a US-centric concept. Most of the world uses VAT, though
Australia uses a variant known as the GST. (And not to be outdone, Hawaii has
a variant of VAT based on gross income.)

That being said, for SaaS, it is still currently generally the prevailing rule
that sales/VAT/GST/whatever compliance isn't required in the customer's
country unless you have a physical nexus to that country (i.e., office,
employee, etc.)

However, the US tech dominance has resulted in many countries proposing or
even adopting rules that would subject SaaS transactions to VAT/GST/whatever
compliance regardless of the location of the vendor. Most intl tax experts
agree that this will become the standard within a decade, though there is
substantial disagreement as to how soon within the next decade the transition
will occur.

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rasebo
Step 1: do not misspell the word "company".

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chmaynard
Thought experiment: Suppose that every employee in the USA decides to go into
business as a sole proprietor. I really mean everyone. Workers contract out
their services and file a Schedule C to report income and expenses. Is this
possible? Is it desirable? How would it affect the corporation as we know it
today?

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CoreFailure
This is wonderfully detailed about which exact steps to take. Even if I don't
agree with each point it gives me a framework for further research. Thanks for
the read!

~~~
howard941
I shuddered reading through this but I attribute that to my trained paranoia
from the other non-engineering career. For heaven's sake treat the contents as
CoreFailure recommends, a starting point or a framework of topics to raise
with a professional versed in the laws in all of the states you'll be doing
business in.

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immichaelwang
Can't all of this be done via Stripe Atlas for $500?

~~~
divbzero
This too was my immediate reaction.

Are there situations where Stripe Atlas would _not_ be the best choice?

(Also curious if anyone has experience with Clerky or Gust Launch, which are
also mentioned in the article.)

~~~
nostrademons
Also used Clerky, it's great. Just fill out a form and give them a credit card
and it handles all the paperwork, generates incorporation documents & bylaws,
files with the relevant secretary of state, and gives you instructions for
what to do afterwards.

I've talked to a couple lawyers since that are familiar with the Clerky
paperwork, and they said that legally it's pretty solid as long as you're
doing something fairly standard. If you've got complicated ownership
structures (converting from an LLC, founders quitting or joining after
incorporation, spinning off IP that might not be yours) you probably want to
talk to a lawyer, but for the standard situation where a bunch of friends get
together, can all agree on ownership percentages, and start a company from a
clean slate, Clerky's great.

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Kiro
Can't disagree more with Step 1. Just split it 50/50\. Anything else will
cause problems further down the road.

~~~
jasode
_> Just split it 50/50\. Anything else will cause problems further down the
road._

It's not that simple. There are plenty of horror stories from founders
explaining how the ideals of 50/50 or 33/33/33 equal splits actually _caused_
problems and resentment about unfairness.

Sometimes equal splits will lead to problems.

Sometimes unequal splits will lead to problems.

Therefore, there isn't any one-size-fits-all advice. Each group of founders
have to figure out what type of equity split is appropriate for their startup.

~~~
terryschiavo22
I encourage you to share some of these stories. Future entrepreneurs are in
this very thread and such experience could greatly help them out.

~~~
talkingtab
For the financial split, the goal is to come out with something viewed as fair
and reasonable. However for decision making, it is critical to have some way
the company can make effective decision. If, for example, the co founders are
on a sailing ship suddenly see rocks dead ahead, a decision must be made
whether to go to the right or the left. The worst thing is not to be able to
decide because two co-founders/co-captains have equal shares/voting and there
is no mechanism to effect the decision.

Further more, if two (or more) co founders cannot decide before hand on how to
deal with a deadlock, then it is _always_ better to quit while you are ahead.

And yes, I had this experience as well as one that was the opposite.

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speeq
How do foreign founders deal with the visa situation when doing business in
the US?

~~~
shafyy
As long as you are not employed by your company, you don't need a work visa.

If you want to be employed by your company and live in the US, currently the
E2 is the best option (for that, you already need ongoing substantial
operations in the US).

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Rudi9719
Good article, pleasant read, but it's missing https?

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idlewords
Are you worried that a malicious attacker will MITM the connection and give
you inferior advice about starting a company?

~~~
nrb
Or deliver malware, or malicious tracking.

~~~
idlewords
Thanks to online ads, you can get all the malware and malicious tracking you
want securely delivered to your device over https.

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sf_berk
Very valuable article! Thanks for it.

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peter_retief
This is brilliant thanks. Perfect help for someone outside the US

