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HOWTO: your business in the USA from Russia
Surely many of us at least once thought to themselves: “Damn it, and lucky these Americans!” This applies to many things, from stores with delivery “only within 48 continental states” to quite serious contracts that are broken only because a potential customer in the United States is categorically unwilling to deal with foreigners.
In this article, I will try to highlight the process of creating and administering an American corporation for a resident of the Russian Federation. For sure, many of the facts for the Americans will seem trivial, but for a resident of Russia everything is much more complicated. Not to mention, it's a homeland, son. Let me make a reservation right away - I did all this more than 2 years ago, so some details may not be quite relevant. But nothing has changed fundamentally.
USA Corporation = Delaware offshore? Nope! A little history first. I needed a company in the United States to sell the expertise and brains of Russian programmers. There are a lot of customers in the states who just don’t want to fool their heads. They do not want to pay abroad, they do not want to mess with services like Payoneer, they want to pay stupidly with peipal or even with ACH/check. The first thing I did, of course, was to search for “Delaware offshores” on everyone’s ears who is somehow connected with business in Russia. There I immediately rolled out a bunch of confusing and contradictory information, reduced to a simple resume: you are a few thousand USD, we are a wonderful company, which is absolutely tax-free, because the state of Delaware is offshore! And no reporting! And we'll give you a beautiful seal and forms! And the account will open, however, for some reason only in Lithuania or somewhere in the middle of nowhere.
I have an internal censor working on such tempting proposals. So I immediately went to the same search, only in English. And - oh, miracle! - there are no offshores. I found out what I should have expected... That there are no offshores in such a serious economy as the United States, that there are no tax-free jurisdictions there, that tax reporting should be filed by everything that Delaware is valued in the United States not for low taxes (which are not at all the lowest even in the United States), but for especially well-developed state laws concerning the functioning of corporations.
So, it is decided, "offshore" sideways, we register ourselves!
The founders are only citizens of the Russian Federation, no one has an SSN, no one has a residence permit or the right to work in the United States, all are in the territory of the Russian Federation. With this list of founders, it is possible to register only one type of company - C Corporation. This is the most common corporation, an analogue of our LLC or CJSC on the main taxation system. There are a few other options for American residents, but... we don’t care.
Look at the C Corp tax system. In the United States, the IRS rules taxes. A wealth of useful information can be gleaned from her website http://irs.gov/. The main taxes we face are two: corporate income tax and sales tax.
Income tax. Well, you have to make money first. And then report it. Looking ahead, it’s not the same thing, as it turns out. I would like to pay less if possible. Corporate income tax consists of 2 parts, the federal, which is the same for all, and the part of the state, which in each state has its own.
Federal income tax is paid as follows: 15% on the first $50,000 of taxable income, 25% on the next $25,000, and 34% on everything else. In addition, an additional fee of 5% is set for incomes ranging from $100,000 to $335,000. I'm literally ready to pay 35%, give me someone rather $335,000 profit 8-
Income tax is also collected by the state in which the company is resident. This is not only the place of registration, but also the place where the company operates. By the way, the same company can be resident in several states... well, we don’t need that, fortunately. Income tax rates vary from state to state. Little fun: Delaware has one of the highest rates: 8.7 percent. This is a welcome addition to the federal 34%! But there are Nevada and Wyoming, who do not want anything from a poor merchant - bet 0!
Let's make a note.
Let’s look at the sales/use tax.
It's a sales tax. Charged in the sale of any tangible property or use it for their own needs. It operates only within the state. That is, if you sell something, or provide a service to a person / company from another state, there is no tax. The rates are also different, 5-6-8%. In my particular case, potential customers were from anywhere but Nevada. And I can't offer them products - it's a solid code. By the way, that's how it happened - I don't have this tax so much that I didn't even file a declaration.
As a result, it was decided to register C Corporation in Nevada. If anyone forgets, this is where Las Vegas is. Company registration is handled by the secretary of state, his website http://nvsos.gov/, there is a lot of interesting stuff, I read a week. Registration itself is the submission of an application form to the secretary's office. Increasingly, filing is done electronically.
Theoretically, you can do it yourself directly from the site - there is a link to online filing in the business section. But I was afraid and decided to shift the responsibility to professionals, especially since in any case you will need a so-called registered agent is a person or firm located in the state of registration of the company, with a normal address and license. At this stage, only the names of the founders, the name of the company (it is better to choose something gray, so as not to run into regulated activities, the site has a list of “reserved words”) and the amount of share capital. You don't have to pay the capital. I wrote $1,000. Of course, an official postal address is required. I bought an address + forwarding email service for a year from the same agent for $99. Postal services are paid separately from the top.
The state charges $75 for registration, another $30 for Articles of Organization, and a little bit of an agent - in my case $89 including the first year of service as a registered agent. The Certificate of Incorporation is released in about a week and stamped in the Office of the Secretary of Articles of Organization. You can save money on the services of an agent if you order a longer period - I tamped it for $200 in 5 years.
This is where the activities of offshore registrars often end! They give the client a Certificate, a seal that really doesn’t need anything and is done in 5 minutes in any hole – voila! In fact, everything is just beginning...
After registration, the company must:
- Register with the IRS and get an EIN number. It's like our OGRN. Freebies, but you have to work. You need to download the form from the IRS website and find a phone where to call. You need to know English! I'll have to talk to the operator. Operators are all kinds, communication is not a fountain. I suffered with the first operator, spit and hung up the phone. Then he pulled himself together, called again - and I already came across another fighter, with a much clearer language, here everything went without a hitch, without a hitch. It is ideal to have a fax on another line at hand, so that at the request of the IRS operator you can send a completed form to him, otherwise you will have to dictate everything over the phone for a long time and tediously. At the end of the conversation, the operator will dictate the assigned EIN number - watch as the apple of your eye. I was hoping that they would confirm the number in the paper that they sent in the mail — no, they're protecting privacy, you can only see the last 4 digits, the rest is stuffed with stars. It is best to ask you to dictate again, just in case. Then the official postal address of the company will receive confirmation + valuable important data - the mail must be kept under control.
- Submit to the Office of the Secretary of State Initial List of Officers, Directors, etc. – List of Company Officers. State fee $125 plus agent fee, in my case $15. The state fee depends on the amount of share capital of the company, for small things - the amount is indicated above, larger companies and pay more.
- Purchase the NV State Business License. It's an annual payment, it costs $215.
- Put in order any corporate bureaucracy – sign the Charter, all sorts of Protocols on the establishment, election of company officials, and so on. These are small things, they are not necessary in activity, but order is order. To do this all too lazy, gave the agent $ 25.
- And--that's it!
Thus, for “small things” turned out to be much more than offered by dealers of offshore for 3000-4000. And I am really 100% sure that the company is mine, that I am in it President and Treasurer, that it is a full-fledged corporation that will not cause (and does not cause) any questions from my American counterparties.
The following series highlight the following issues:
- How to open a corporate account in a US bank, how to use it over the Internet
- How to keep accounting, who will do the reporting, how to submit it to the IRS
- How to register a full-fledged business account with PayPal
- What will have to be done annually to keep the company in working order from the point of view of the US authorities and how much it costs
- How to save on taxes, what in America you can legally spend profits
- What else? Ask, I'll try to answer.
UPD: Continuation. U.S. business from Russia. Part II. Money and banks
Source: habrahabr.ru/post/133643/