Filing Corporations or LLCs in the United StatesIt’s a question that’s much more commonly asked than you think – are there any benefits to non-U.S. residents filing corporations or LLCs in the United States or is the process so complicated that it’s best to avoid doing it? The answer is the procedure is fairly similar to what residents of the United States experience filing and that yes, there are a series of great benefits that come in doing so.
1. Limited Liability Companies (“LLCs”) are popular business structures for partnerships and individuals, due to the attractive tax and legal benefits, and personal liability protection that they afford. As a non-U.S. citizen, incorporating a business in the United States is generally similar to the procedure required for a U.S. resident. Because U.S. citizenship and residency are not necessary, non-U.S. citizens are welcome to start or expand on American soil without jumping through any more hoops than a U.S.-born business owner.
2) Company incorporation in the United States is administered at the state level —not the federal level — for both foreign nationals and U.S. citizens. The process will differ from state to state but is generally comprised of two steps: 1.) applying to register in that specific state and 2.) establishing a registered agent with a valid, physical address in the selected state.
3) For foreign businesses, an Individual Taxpayer Identification Number (ITIN) will satisfy the requirement that each business must have a taxpayer number. The Internal Revenue Service (IRS) issues these tax processing numbers to individuals who have to pay U.S. taxes but are not eligible for a Social Security number. Residents and non-resident aliens as well as foreign nationals fall into this category.
4) To receive pass-through profit distributions, a foreign citizen may form a limited liability company. In contrast, all profit distributions (called dividends) made by a C corporation are subject to double taxation. (Under US tax law, a nonresident alien may own shares in a C corporation, but may not own any shares in an S corporation.) For this reason, many foreign citizens form a limited liability company (LLC) instead of a C corporation.
5) A foreign citizen may be a corporate officer and/or director, but may not work in the United States or receive a salary or compensation for services provided in the United States unless the foreign citizen has a work permit (either a green card or a special visa) issued by the United States.
6) If you intend to open a bank account in your home country or if a local company or government office will require proof of the formation of your U.S. Corporation or LLC, you may need to have the company formation documents certified with an “Apostille” or “Certificate of Authentication”. An Apostille, which is an agreement between countries to accept each other’s documents) is only available if your country is a member of the Hague Convention.
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