Setting Up A Company Or A Subsidiary In The United States

As a foreign company or person, you have multiple choices to start a business in the United States, whether you want to start a new business or establish a subsidiary of your existing business, we will cover a few options here for you. Below is a comparison between setting up an LLC and a C Corporation.

Setting up a limited liability company (LLC) and a C Corporation are two distinct business structures in the United States, each with its own advantages and differences. There is also another option to set up as an S Corporation, which is only available to United States citizens. Here are some key points to consider:

Liability Protection: Both LLCs and C Corporations offer limited liability protection to their owners. This means that the personal assets of the owners are generally shielded from the company's debts and liabilities.

Taxation: One significant difference lies in taxation. By default, an LLC is considered a pass-through entity for tax purposes, which means the profits and losses "pass through" the business and are reported on the owners' individual tax returns. The owners then pay taxes on their share of the profits. However, an LLC can also choose to be taxed as a C Corporation if desired by filing an election with the IRS.

On the other hand, a C Corporation is taxed as a separate entity. The corporation pays taxes on its profits, and if dividends are distributed to shareholders, they are taxed again on their personal tax returns. This is often referred to as "double taxation."

Ownership and Investors: LLCs can have a flexible ownership structure, allowing for different classes of membership interests and various types of owners, such as individuals, other businesses, or even foreign entities. C Corporations, have shareholders who hold stock in the company. Shareholders can be individuals, other businesses, or foreign entities (individuals/corporations). C Corporations can also issue different classes of stock, such as common stock and preferred stock, allowing for more complex ownership arrangements and the possibility of attracting investors more easily.

Management and Operation: LLC’s owners are called Members who select the management that are responsible for the daily operation of the LLC, management can be the members themselves or third-party managers. C Corporation is owned by stockholders, who elect the directors. Director then appoint the officers who will be responsible for the daily operation of the Corporation.

Formalities and Compliance: C Corporations typically have more formalities and ongoing compliance requirements compared to LLCs. C Corporations are required to hold regular shareholder and director meetings, keep detailed corporate records, and comply with specific reporting and filing obligations at the state level. LLCs, while still subject to certain requirements, generally have less strict formalities to follow and generally does not need to hold formal annual meetings.

Investment and Growth: If you plan to seek substantial investment or have long-term growth goals, a C Corporation might be more suitable. C Corporations have a well-defined structure that is familiar to investors, making it easier to raise capital through the sale of shares. Additionally, C Corporations can provide employee stock option plans (ESOPs) and stock option incentives, which can be attractive to key employees.

Flexibility and Simplicity: LLCs are often chosen for their flexibility and simplicity. They offer fewer formalities, fewer ongoing compliance requirements, and more flexible management structures. LLCs can be a good fit for small businesses, family-owned enterprises, or businesses with a relatively straightforward ownership structure.

It's important to note that the best choice between an LLC and a C Corporation depends on various factors, including your business goals, taxation preferences, potential for outside investment, and long-term plans. MMS Accounting can advise you based on your specific situation as to which structure best suite your current and future needs. Consultation with a legal professional is advisable to assess your situation and help you make an informed decision.

Incorporating in Delaware

As a foreign company that wants to set up a subsidiary in the USA, one of the best jurisdictions to consider setting up a corporation is Delaware. Delaware offers several benefits that have made it a popular choice for businesses. Some of the advantages are:

Business-friendly environment: Delaware has a well-established legal system with a separate court, the Delaware Court of Chancery, that specializes in business disputes. The court is known for its experienced judges and business-friendly laws, which provide certainty and predictability for corporations.

Flexibility in corporate governance: Delaware offers significant flexibility in corporate governance matters. The Delaware General Corporation Law (DGCL) allows corporations to adopt various provisions to tailor their internal affairs to meet their specific needs. This includes flexibility in board structure, shareholder rights, and corporate bylaws.

Enhanced privacy and anonymity: Delaware offer privacy protection for corporate owners. Shareholders' names are not required to be listed in public filings, allowing for anonymity. This can be advantageous for businesses that prefer to keep their ownership structure private.

Established legal precedent: Delaware has a long history of corporate case law, and many legal precedents have been established through decisions made by the Delaware courts. This helps to provide clarity and guidance for businesses, as well as a well-developed body of law that addresses corporate issues.

Tax advantages: Delaware offers favorable tax treatment for corporations. It does not impose corporate income tax on companies that do not conduct business within the state. Additionally, Delaware does not have a sales tax, inventory tax, or personal property tax.

Access to experienced professionals: Due to the high volume of corporations registered in Delaware, there is a robust ecosystem of legal, financial, and business professionals who specialize in corporate matters. This access to expertise can be beneficial for businesses seeking professional assistance and guidance.

Business-friendly reputation: Delaware's reputation as a business-friendly state can also have intangible benefits. Many investors and financial institutions are familiar with Delaware's corporate laws and are comfortable dealing with Delaware corporations, which can facilitate transactions and financing opportunities.

As a Delaware business entity, you are able to do business in other states, however, if you need to open an office or hire employees outside of Delaware, you may need to register your business in that state.

It is important to note that while Delaware offers significant advantages, the decision to set up a corporation in any jurisdiction should consider individual business needs, industry considerations, and legal advice from professionals. At MMS Accounting, we will be happy to offer our knowledge and experience is setting up a business in Delaware. However, we do not offer any legal advice.

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