Bespoke Tailored Companies

Regiuster Your Company In The U.S.A.

Many international entrepreneurs are looking to create or expand their business into the U.S. market. Regius specializes in helping those entrepreneurs, and we would like to present you with several ideas to consider first.

What Documents Are Needed?

First of all, to register a company in the U.S. you don't need to present any documents - only information. Documents would be necessary in case you want a US address or need to open a bank account, but not for company registration.

Do I Need To Be In The U.S. To Open My Company?

Not at all. All filings can be done remotely, with us serving as your proxy in the U.S. In almost all cases when we need a signature from our clients this can be done electronically.

Choice of State

If you plan to buy real estate property, or open a "brick and mortar" store in the U.S. it is recommended to form your company in the state where this property or store is physically located.

Majority of our clients choose either Delaware or Wyoming as the less expensive and most friendly states.

An LLC or a Corporation?

Limited Liability Company (LLC)

LLC combines the limited liability protection of a corporation (hence the name) with the flexibility and pass-through taxation of a partnership/sole proprietorship. Like the shareholders of a corporation, the owners (members) of an LLC are not personally responsible for the debts or liabilities of the LLC.

The LLC has no limitations on who may be involved, and it can be managed by its members or by managers. It is often more flexible than a corporation and it is well-suited for companies with a single owner.

Advantages:

  • Limited Liability - owners of the business are not personally responsible for the business's debts.
  • No limits on number of members;.
  • Flexibility in tax designation - LLC can be taxed as disregarded entity/partnership (default), or as S Corp or C corp (requires filing additional election documents with IRS and some states).
  • No double taxation, when elected to be taxed as disregarded entity/partnership, or S Corp.

Disadvantages:

  • In some states (e.g. New York, Illinois) more expensive to form and/or renew than corporation.
  • If your business is looking for major investment, your investors might be reluctant to invest in an LLC.

Click to learn more about Limited Liability Companies.

C Corporation

A corporation is a type of business entity that is organized under specific provisions of the General Corporation Law. A corporation must have shareholders, directors and corporate officers, and must be registered with the state. In addition, the corporation will be taxed at the state and Federal level on its earnings.

A corporation offers the protection from personal liability for the owners (shareholders). This corporate veil of protection does not offer protection from liability in the case of fraud, failure to pay taxes, under capitalization of the corporation, or commingling of personal and corporate funds.

The "C" part of "C Corporation" refers to the designation of the corporation for tax purposes. Most major companies (and many smaller companies) are treated as C corporations for Federal income tax purposes. Keep in mind, since "C Corporation" is a tax designation, and not an entity type, some entities other than corporation (such as LLC) can elect to be taxed as "C Corporation". For corporations "C Corporation" is a default designation, and does not require any additional filings with the IRS or the state.

Advantages:

  • Limited Liability - owners of the business are not personally responsible for the business's debts.
  • A corporation may qualify as a C corporation without regard to any limit on the number of shareholders, foreign or domestic.

Disadvantages:

  • Double taxation - C Corporations are subject to corporate taxes, therefore creating the effect of double taxation (first on corporative level, and then on shareholders' personal level).

Click to learn more about C Corporations.

The Legal Entity Identifier (LEI)

is a 20-character, alpha-numeric code based on the ISO 17442 standard developed by the International Organization for Standardization (ISO). It connects to key reference information that enables clear and unique identification of legal entities participating in financial transactions. Each LEI contains information about an entity’s ownership structure and thus answers the questions of ‘who is who’ and ‘who owns whom’. Simply put, the publicly available LEI data pool can be regarded as a global directory, which greatly enhances transparency in the global marketplace.

The European Union (EU) revised Markets in Financial Instruments Directive (MiFID II) and Regulation (MiFIR), covering trading venues, investment firms and intermediaries, took effect on 3 January 2018. The MiFID II/MiFIR implementing legislative acts require a significant number of actors to obtain a Legal Entity Identifier (LEI) that are under no such obligation to date. With regard to transaction reporting under MiFIR, the European Securities and Markets Authority (ESMA) has clarified that investment firms should obtain LEIs from their clients before providing services which would trigger reporting obligations in respect of transactions carried out on behalf of those clients. The Global Legal Entity Identifier Foundation (GLEIF) calls on market participants that have to comply with MiFID II/MiFIR to obtain an LEI as soon as possible. Firms should also proactively contact their impacted client base and encourage registration for and renewal of an LEI. Additionally, firms may consider deepening the use of the LEI within their client onboarding infrastructures so as to benefit from the EU-wide use of this common identifier.

The Financial Stability Board (FSB) has reiterated that global LEI adoption underpins “multiple financial stability objectives” such as improved risk management in firms as well as better assessment of micro and macro-prudential risks. As a result, it promotes market integrity while containing market abuse and financial fraud. Last but not least, LEI rollout “supports higher quality and accuracy of financial data overall”.

The publicly available LEI data pool is a unique key to standardized information on legal entities globally. The data is registered and regularly verified according to protocols and procedures established by the LEI Regulatory Oversight Committee.

Click to learn more about the LEI.

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