39 ms·

Ask HN: What are the best resources to create an LLC/Incorporate?

75 points by traviswingo 10y ago

I'm looking to form an LLC as a parent company for all of my side projects. What are some of the resources HNers use to do these things? Do you do it by yourself? Do you pay a service like LegalZoom?

codegeek 10y ago
Which country/state are you in ? If in the United States, I recommend finding a good local accountant/CPA who can help. Usually, for any projects that hopefully bring in revenues, you will need a good accountant to help with taxes etc on a recurring basis. Better to find a good one upfront and then work with them. The problem with using generic services is that they may work fine in the beginning but you may end up contacting an accountant anyway for best advice on tax and planning. Yes, even for side projects that bring in some money.
- traviswingo 10y ago
  Thanks! I usually go to TurboTax for accounting needs on a personal and side project basis, since I'm fairly literate in tax processes and personal/side project income isn't very complicated. Any personal experience on a local accountant being better for you than a service like TurboTax?
  - vmarsy 10y ago
    Are your side projects generating money from app stores or selling directly to your users? If selling direct, how do people handle the EU VAT stuff with a US based company? (assuming sales to the EU countries)
ezekg 10y ago
I've been looking at Stripe Atlas. For $500 (early access) they do all the paperwork for you, but that's for a C-Corp. I'd also be interesting in resources for other types of businesses, as I'm not sure which direction I want to go in.
- hartator 10y ago
  Stripe Atlas would be good pick if you need credit card processing + a more serious entity than a LLC. Otherwise, it would more expensive and more complicated each year than a local LLC.
- traviswingo 10y ago
  Yeah, Atlas is probably excellent for a startup filing a C-Corp in Delaware - I just want an LLC since I have passive side project revenue and want to parent all of them and funnel it all down into a single structure for simplicity.
taprun 10y ago
I read a bunch of Nolo Press books [0], talked to accountants and did a whole lot of research. Then I downloaded the forms and discovered it was particularly easy to create an LLC in my home state. The tricky things to remember are to get an EIN from the IRS (it's free) [1] and to create a bank / credit union account for the business (free at my credit union). [0] http://www.nolo.com/ http://www.nolo.com/ [1] https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online https://www.irs.gov/businesses/small-businesses-self-employe...
deleted 10y ago
[deleted]
EduardoBautista 10y ago
I used LawTrades[0] to find someone to do it for me. This included the post incorporation stuff such as the company bylaws, stock purchase agreements, and other stuff. [0] https://www.lawtrades.com https://www.lawtrades.com
ianaphysicist 10y ago
A qualified legal professional, a qualified accounting professional, and SCORE (Service Council of Retired Executives).
hartator 10y ago
Go cheapest way: file directly local LLC + an account at a credit union.
steveax 10y ago
Just you? Partners? If the former, a single member LLC is very simple to set up in many states.
- traviswingo 10y ago
  Just me for side projects that generate a passive revenue. From what I can tell, the process seems fairly straight forward, but I ask because there are always caveats that people with experience learn from that I might be able to avoid.
  - shawn-butler 10y ago
    You might investigate a "Series LLC" if you want separation of your multiple independent projects. Series LLC is not available in all states and is fairly new but it allows for a master or an umbrella LLC and other LLCs which are separated from each other for liability purposes. Each LLC has assets separate from the others, while the master LLC controls all the LLCs in the series. Each unit has its own owners (members) and is liable only for its own debts and obligations. A series LLC can be thought of as a corporation with several subsidiaries.
    - digitaltrees 10y ago
      You can accomplish the same thing by creating a subsidiary LLC with its sole member as the Parent LLC. As a wholly owned subsidiary, it is a disregarded entity for tax purposes.
- kxyvr 10y ago
  Very much this. In my state, it was literally a two page form requiring only my name, the company's name, and an address plus the filing fee.
elastic_church 10y ago
Using the internet is harder than setting up a LLC. Lawyers for this kind of thing cater to people that would also find it hard to use the internet.
- traviswingo 10y ago
  Yeah I've gathered it's probably pretty straight forward. I only ask because I've never set up an LLC before (been involved with many C corp setups), and I can guarantee I'll miss something that someone here could point out to me from their own experience.
giancarlostoro 10y ago
Depends on your state. I live in Florida and everyone I know personally who lives here and has started a company use sunbiz ( which is state specific ) maybe your state has it's own specific website? Otherwise there are multiple options available.
rrmm 10y ago
In my state you just need to file simple articles of incorporation with the Sec. of State and then keep up an annual fee. (If there are multiple people involved, you probably want to get them looked over by a lawyer in case disputes arise). The fees can vary significantly depending on the state you file in (NY and CA have especially high fees, since so many companies must incorporate there). Other than that you usually need a local address (which can be yours if you incorporate in the state you live). A bank account is useful to show a separation between business assets and personal assets should you ever need the 'limited-liability' part in court. The major thing is that you pick a structure that does what you want (LLC versus C or S Corp, etc), and that you understand the tax implications. The IRS and other folks have circulars on that as well as employer tax guides, etc. The SoS of the state you want to file in will probably have more information on the requirements.
jaypaulynice 10y ago
Clerky https://www.clerky.com https://www.clerky.com seems to be pretty good and straight forward.
- adrianmacneil 10y ago
  Clerky is great for creating a Delaware C Corp (if you intend to raise funding in the near future), but I wouldn't suggest this for a small side project, because a C Corp plus related paperwork is a lot more expensive than an LLC in your home state.
  - traviswingo 10y ago
    Yeah exactly, thanks for pointing this out. I'm specifically focused on LLCs because they are single-man operated side projects with passive income. I maintain each one only a couple of days per month, at this point. That being said, Clerky is an excellent choice for those looking to form a C Corp in Delaware and focus on their startup full-time.
  - wyldfire 10y ago
    What are the limitations/drawbacks of an LLC (beyond the inability to raise funding).
tylery 10y ago
I recently set up a LLC in California using Nolo's $99 online service (could have figured it all out myself but didn't want to spend time): - First get a federal EIN number online (free, self-service) for the LLC. - When filing out the Nolo form, use your virtual mailing address as this will be public record. I signed up for Virtual Post Mail at $10/month. - When filing out the Nolo form, answer "I already have a registered agent". If you use Virtual Post mail, your subscription includes free registered agent service. If you answer no and agree to use their service partner Incorporate.com, it'll cost you $235/year. +1 Create a business checking account so your personal vs. business financial records are kept separate.
- traviswingo 10y ago
  Awesome thanks!
- amorphid 10y ago
  Don't forget to pay the $800/year CA LLC fee.
Shane325 10y ago
I used https://www.vcorpservices.com/ https://www.vcorpservices.com/ to form an S Corp and found them to be very good.
akulbe 10y ago
You should get Patrick (patio11) to weigh in. I think he's doing work in this very space, for Stripe.
- patio11 10y ago
  Happy to do so. Longer thoughts here: https://stripe.com/atlas/guide#incorporation https://stripe.com/atlas/guide#incorporation Short thoughts: in my official capacity I have to tell you that this is a legal question and you should talk to your qualified professional advisors, but unofficially, let me observe that you can form a sole member LLC in Nevada or Wyoming approximately as easy as buying a book from Amazon. You don't need to pay any expediter to do this; both of them have web apps that will walk you through it. If you want to incorporate a Delaware C corp, perhaps because you want to raise investment, you can use Atlas. If anyone on HN needs an invite drop me an email (this username @stripe.com would work) and hum a few bars as to your situation; I'd be happy to help.
  - Terretta 10y ago
    Second this, though also not a lawyer advice... Wyoming LLC. Find a local agent, best bet use BizFilings to do papers if you hit snags, they provide legal help to resolve. Smooth, just use wyoming's site. You may want BizFilings to maintain recurring filings and local agent address for you, or you can do recurring WY filing online and get cheap local agent. Nice reasons to use Wyoming, just google. Think carefully about name and address steps, you don't have to be popping up in every public DB. Citi let me do a biz acct with just the above. Then, do yourself a favor and get insured. I like Hiscox, via http://www.techinsurance.com http://www.techinsurance.com.
sparkling 10y ago
Just wanted to say that all you US-based people are very lucky having all these "starerpacks" companies (Atlas etc.) that handle all the messy parts and paperwork for you. Incorporating a limited-liability business in Germany is hell.
- traviswingo 10y ago
  Sounds like an excellent opportunity for a legal startup.
kejaed 10y ago
If anyone has any Canada-specific suggestions along these lines I'd be interested to hear them.
- Feld0 10y ago
  > obligatory "IANAL" note There's no equivalent to LLC's in Canada so you'll need to create a corporation up here. You can incorporate in the federal jurisdiction or a provincial one; you'll want to read the relevant acts that you'd be incorporating under to figure out the differences. BC corporations, for example, require at least one director to be a BC resident; federal for-profit corporations, on the other hand, require 25% of the board to be Canadian citizens. I created a federal corporation in Canada last year, mainly relying on the info and "how-to" guides on Corporations Canada's website to educate myself: http://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/home http://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h... I also went through the Canada Business Corporations Act and Not-for-profit Corporations Act a few times; they lay out the bureaucratic details you need to be aware of. The most awkward part was opening a US-based bank account afterward; BMO Harris was one of very few US banks I came across that was willing to talk shop with a Canadian company (I'd love to hear if anyone knows of any other foreign company-friendly US banks). If you name yourself as the only director and shareholder (or voting member, in the case of a nonprofit), you still have to hold board and shareholder/member meetings but they'll be very straightforward since you'll be their only attendee. _Definitely_ consult with a lawyer if you're contemplating a voting structure that extends beyond yourself or the directors. For creating a nonprofit in particular, you may be able to get pro-bono legal advice through an organization like Access Probono (http://accessprobono.ca http://accessprobono.ca). Corporations Canada also offers a super-useful By-law Builder tool which gives you "sane defaults" for the corporation's structure: https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs04734.html https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs04734.html
  - kejaed 10y ago
    Thanks for that. I've been reading through the Federal government's website lately and was wondering about any gotchas. If you don't mind sharing, why did you need an American bank account?
digitaltrees 10y ago
Check out valcu.co (founded by a former Gunderson Dettmer attorney). You can set up a venture capital ready C Corp for $19. It also has amazing document automation tools.
- brianwawok 10y ago
  Great, then he gets to pay double tax on all of his side project income - and deal with the fun of things like having a board? If you aren't PLANNING FOR SURE to get investment.. C corp is a pretty awful thing to voluntarily subject yourself to.
  - fencepost 10y ago
    IANAL and don't have a C Corp, but doesn't that depend a lot on how you're being paid? I know "double taxation" is the bogeyman and is undoubtedly an issue in some cases, but for truly small setups of expect taxes to either be passed through S-Corp style or for larger businesses to be low because a lot of income may be offset by expenses (e.g. paying a salary or wage for time spent).
crispytx 10y ago
Clerky is who YC uses to form c corporations.
wasd 10y ago
You should consider an S Corp instead of an LLC. In California, you have to pay an $800 franchise fee every year. It's significantly cheaper for an S Corp and any revenue can be passed to your personal income tax.
- brianwawok 10y ago
  This is very weird that LLC is so expensive in Cali, the land of statups. In good ole Indiana, it is ~$93 to form an LLC and much less to maintain it. Illinois was not that much more.
  - yellowapple 10y ago
    A lot of startups incorporate in Delaware instead of California.
    - brianwawok 10y ago
      If you live in Cali, doesn't that mean you also need to incorp in cali as a foreign entity? I don't think its either home state OR Delaware.. its home stand AND Delaware. And then yes, you get some Delaware legal things on your side, but you are paying more.
      - dragonwriter 10y ago
        If you (as a corporation/LLC) do business in a state but are incorporated elsewhere, you generally need to register as a foreign corporation in the state you are doing business in. This often involves franchise fees similar to opening a corporation/LLC in the state. But you only, strictly speaking, incorporate in one place (unless you want a subsidiary incorporated elsewhere for some reason.)
  - fencepost 10y ago
    Looking at Illinois requirements now it's MUCH higher than that. Based on what I have open in another tab, it's a minimum of $500 to file, and annual fees of $250; both of those are for filing on paper, electronically it's $600/300. There's also a requirement to register with the state if you're an LLC incorporated in another state and will be doing business in Illinois. $500 filing fee and you have to have a registered agent within the state. The relevant law is http://law.onecle.com/illinois/805ilcs180/45-5.html http://law.onecle.com/illinois/805ilcs180/45-5.html, but it's not entirely clear to me what "transacting business" really means. The seemingly obvious meaning would imply that every little LLC selling anything would be required to spend $500 once plus annual fees to a registered agent before selling to anyone in Illinois.
samtho 10y ago
I had the same problem and just did the paperwork myself. I am in California so this information will only apply to people there. Obligatory, I am not a lawyer. Pre steps: - pick a name that is available: https://businesssearch.sos.ca.gov/ https://businesssearch.sos.ca.gov/ - Register the domain name you are going to use - Get a mailbox (like one at the UPS store, NOT a PO Box!) to use as your business address so you will not have to use your home address if it bothers you. Now, for the real stuff - 1) Get a registered agent (even if you want to do it yourself, I recommend getting one anyway). I used freeregisteredagent.com for 1 year free. Required before you file the next step. 2) File an LLC-1 (http://bpd.cdn.sos.ca.gov/llc/forms/llc-1.pdf http://bpd.cdn.sos.ca.gov/llc/forms/llc-1.pdf) articles of organization. It requires a $70 filing fee, send off the form and $70 money order. 3) Grab an EIN from the IRS: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online https://www.irs.gov/businesses/small-businesses-self-employe... 4) Wait for the Secretary of State of send a copy of the file articles of organization (form LLC-1). Now, file a Statement of Information, form LLC-12: http://bpd.cdn.sos.ca.gov/llc/forms/llc-12.pdf http://bpd.cdn.sos.ca.gov/llc/forms/llc-12.pdf This is due within 90 days of the file date (on the filed LLC-1 form) All the information here will become public information. Send that in to the SoS with a $20 money-order and wait. 5) Use your filed articles of organization, the EIN you got in step 3, and a state issued personal ID to get a bank account. US Bank and CapitalOne Spark have free checking accounts for business, you can also try a credit union as local ones have them for free. 6) Look for any local licenses you need, some cities require business licenses, some require a "Business Operation Tax" (BOT) certificate - check your city or county website(s). CalGold is useful: http://www.calgold.ca.gov/ http://www.calgold.ca.gov/ 7) Conduct business, keep records, etc Recurring items: - An $800 minimum tax is due every year to the state of California. - You must file a new LLC-12 (if the information has changed) or an LLC-12NC (if nothing about your LLC has changed) biannually (every two years). See all forms here: http://www.sos.ca.gov/business-programs/business-entities/forms/#llc http://www.sos.ca.gov/business-programs/business-entities/fo...
- traviswingo 10y ago
  Thanks, this is exactly what I was looking for.
nemmons 10y ago
I work for a company that specializes in incorporation and compliance services. We have a free information center that contains a lot of information and guides that people may find helpful: https://www.harborcompliance.com/information https://www.harborcompliance.com/information
reboog711 10y ago
Find a local lawyer. Beyond that; look for specific information in your state. My state, Connecticut, has a government web site that gives you step by step instructions on setting up a company in the state; including what paperwork to file and how to get taxID Numbers...
davidkellis 10y ago
What's the consensus about doing this in Texas? Anyone been through it that can advise?
omarforgotpwd 10y ago
LegalZoom is a fine way to get started. It's not that expensive and they will do it correctly. Best to not waste too much time on it and focus on the business.
nunez 10y ago
I went to a local accountant since they "know all the rules." Got incorporated as a NY C-Corp for less than $1000
amorphid 10y ago
It's worth asking if you really need an LLC/Corp. Find a good tax person, and see what they recommend. To find a good tax person, ask a few business people who they use and recommend. I formed an LLC a couple times, and both times I probably shouldn't have bothered until the business could pay for the fees, and an official entity offered me something a sole proprietorship couldn't.
JBerlinsky 10y ago
You probably want a lawyer or accountant to walk you through the process if you're doing any significant volume. Don't use LegalZoom -- they aren't technically providing legal counsel; they're providing "guidance," which won't help you at all if someone comes after you (they're not liable for poor counseling, etc.) It's worth asking your accountant/counsel if you should consider setting up a LLC that files taxes as a corporation. You probably only want to do this if you are able to pay yourself a consistent, set payroll (I'm not a lawyer or accountant, but I can speak from experience that this is one of the cases where filing in this manner is not helpful, and will actually be detrimental). While it's easy to create an LLC, it's very easy to create one that can be broken through if someone wants to come after you. Pony up the $200 or so to talk to a proper lawyer with experience setting up corporate entities, even if you only have them tell you what to do on your own.
Posibyte 10y ago
Disclaimer: I work for this company, however my comments and opinions are my own. I used Launch by Legalshield[0]. It's like the LegalZoom option, but they do provide legal counsel. After you signup, the member lawyer of your region calls you to finalize the documents and ensure everything's sorted. I paid around $460 overall for the formation, agent, and all the documents neatly organized in a binder with a really nice rubber logo stamper. Every step has some information to the right to help explain the process, and if you get it wrong, your member lawyer should catch it pretty easily. Again, I work for them, but it's both not my project in the company, I don't receive anything special for saying good things about it, and I really did like the flow. So I might be biased, but I do highly recommend it. [0]: http://launch.legalshield.com/ http://launch.legalshield.com/

75 points by traviswingo 10y ago

I'm looking to form an LLC as a parent company for all of my side projects. What are some of the resources HNers use to do these things? Do you do it by yourself? Do you pay a service like LegalZoom?

codegeek 10y ago

Which country/state are you in ? If in the United States, I recommend finding a good local accountant/CPA who can help. Usually, for any projects that hopefully bring in revenues, you will need a good accountant to help with taxes etc on a recurring basis. Better to find a good one upfront and then work with them. The problem with using generic services is that they may work fine in the beginning but you may end up contacting an accountant anyway for best advice on tax and planning. Yes, even for side projects that bring in some money.

traviswingo 10y ago
Thanks! I usually go to TurboTax for accounting needs on a personal and side project basis, since I'm fairly literate in tax processes and personal/side project income isn't very complicated. Any personal experience on a local accountant being better for you than a service like TurboTax?
- vmarsy 10y ago
  Are your side projects generating money from app stores or selling directly to your users? If selling direct, how do people handle the EU VAT stuff with a US based company? (assuming sales to the EU countries)

ezekg 10y ago

I've been looking at Stripe Atlas. For $500 (early access) they do all the paperwork for you, but that's for a C-Corp. I'd also be interesting in resources for other types of businesses, as I'm not sure which direction I want to go in.

hartator 10y ago
Stripe Atlas would be good pick if you need credit card processing + a more serious entity than a LLC. Otherwise, it would more expensive and more complicated each year than a local LLC.
traviswingo 10y ago
Yeah, Atlas is probably excellent for a startup filing a C-Corp in Delaware - I just want an LLC since I have passive side project revenue and want to parent all of them and funnel it all down into a single structure for simplicity.

taprun 10y ago

I read a bunch of Nolo Press books [0], talked to accountants and did a whole lot of research. Then I downloaded the forms and discovered it was particularly easy to create an LLC in my home state. The tricky things to remember are to get an EIN from the IRS (it's free) [1] and to create a bank / credit union account for the business (free at my credit union). [0] http://www.nolo.com/ http://www.nolo.com/ [1] https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online https://www.irs.gov/businesses/small-businesses-self-employe...

deleted 10y ago

[deleted]

EduardoBautista 10y ago

I used LawTrades[0] to find someone to do it for me. This included the post incorporation stuff such as the company bylaws, stock purchase agreements, and other stuff. [0] https://www.lawtrades.com https://www.lawtrades.com

ianaphysicist 10y ago

A qualified legal professional, a qualified accounting professional, and SCORE (Service Council of Retired Executives).

hartator 10y ago

Go cheapest way: file directly local LLC + an account at a credit union.

steveax 10y ago

Just you? Partners? If the former, a single member LLC is very simple to set up in many states.

traviswingo 10y ago
Just me for side projects that generate a passive revenue. From what I can tell, the process seems fairly straight forward, but I ask because there are always caveats that people with experience learn from that I might be able to avoid.
- shawn-butler 10y ago
  You might investigate a "Series LLC" if you want separation of your multiple independent projects. Series LLC is not available in all states and is fairly new but it allows for a master or an umbrella LLC and other LLCs which are separated from each other for liability purposes. Each LLC has assets separate from the others, while the master LLC controls all the LLCs in the series. Each unit has its own owners (members) and is liable only for its own debts and obligations. A series LLC can be thought of as a corporation with several subsidiaries.
  - digitaltrees 10y ago
    You can accomplish the same thing by creating a subsidiary LLC with its sole member as the Parent LLC. As a wholly owned subsidiary, it is a disregarded entity for tax purposes.
kxyvr 10y ago
Very much this. In my state, it was literally a two page form requiring only my name, the company's name, and an address plus the filing fee.

elastic_church 10y ago

Using the internet is harder than setting up a LLC. Lawyers for this kind of thing cater to people that would also find it hard to use the internet.

traviswingo 10y ago
Yeah I've gathered it's probably pretty straight forward. I only ask because I've never set up an LLC before (been involved with many C corp setups), and I can guarantee I'll miss something that someone here could point out to me from their own experience.

giancarlostoro 10y ago

Depends on your state. I live in Florida and everyone I know personally who lives here and has started a company use sunbiz ( which is state specific ) maybe your state has it's own specific website? Otherwise there are multiple options available.

rrmm 10y ago

In my state you just need to file simple articles of incorporation with the Sec. of State and then keep up an annual fee. (If there are multiple people involved, you probably want to get them looked over by a lawyer in case disputes arise). The fees can vary significantly depending on the state you file in (NY and CA have especially high fees, since so many companies must incorporate there). Other than that you usually need a local address (which can be yours if you incorporate in the state you live). A bank account is useful to show a separation between business assets and personal assets should you ever need the 'limited-liability' part in court. The major thing is that you pick a structure that does what you want (LLC versus C or S Corp, etc), and that you understand the tax implications. The IRS and other folks have circulars on that as well as employer tax guides, etc. The SoS of the state you want to file in will probably have more information on the requirements.

jaypaulynice 10y ago

Clerky https://www.clerky.com https://www.clerky.com seems to be pretty good and straight forward.

adrianmacneil 10y ago
Clerky is great for creating a Delaware C Corp (if you intend to raise funding in the near future), but I wouldn't suggest this for a small side project, because a C Corp plus related paperwork is a lot more expensive than an LLC in your home state.
- traviswingo 10y ago
  Yeah exactly, thanks for pointing this out. I'm specifically focused on LLCs because they are single-man operated side projects with passive income. I maintain each one only a couple of days per month, at this point. That being said, Clerky is an excellent choice for those looking to form a C Corp in Delaware and focus on their startup full-time.
- wyldfire 10y ago
  What are the limitations/drawbacks of an LLC (beyond the inability to raise funding).

tylery 10y ago

I recently set up a LLC in California using Nolo's $99 online service (could have figured it all out myself but didn't want to spend time): - First get a federal EIN number online (free, self-service) for the LLC. - When filing out the Nolo form, use your virtual mailing address as this will be public record. I signed up for Virtual Post Mail at $10/month. - When filing out the Nolo form, answer "I already have a registered agent". If you use Virtual Post mail, your subscription includes free registered agent service. If you answer no and agree to use their service partner Incorporate.com, it'll cost you $235/year. +1 Create a business checking account so your personal vs. business financial records are kept separate.

traviswingo 10y ago
Awesome thanks!
amorphid 10y ago
Don't forget to pay the $800/year CA LLC fee.

Shane325 10y ago

I used https://www.vcorpservices.com/ https://www.vcorpservices.com/ to form an S Corp and found them to be very good.

akulbe 10y ago

You should get Patrick (patio11) to weigh in. I think he's doing work in this very space, for Stripe.

patio11 10y ago
Happy to do so. Longer thoughts here: https://stripe.com/atlas/guide#incorporation https://stripe.com/atlas/guide#incorporation Short thoughts: in my official capacity I have to tell you that this is a legal question and you should talk to your qualified professional advisors, but unofficially, let me observe that you can form a sole member LLC in Nevada or Wyoming approximately as easy as buying a book from Amazon. You don't need to pay any expediter to do this; both of them have web apps that will walk you through it. If you want to incorporate a Delaware C corp, perhaps because you want to raise investment, you can use Atlas. If anyone on HN needs an invite drop me an email (this username @stripe.com would work) and hum a few bars as to your situation; I'd be happy to help.
- Terretta 10y ago
  Second this, though also not a lawyer advice... Wyoming LLC. Find a local agent, best bet use BizFilings to do papers if you hit snags, they provide legal help to resolve. Smooth, just use wyoming's site. You may want BizFilings to maintain recurring filings and local agent address for you, or you can do recurring WY filing online and get cheap local agent. Nice reasons to use Wyoming, just google. Think carefully about name and address steps, you don't have to be popping up in every public DB. Citi let me do a biz acct with just the above. Then, do yourself a favor and get insured. I like Hiscox, via http://www.techinsurance.com http://www.techinsurance.com.

sparkling 10y ago

Just wanted to say that all you US-based people are very lucky having all these "starerpacks" companies (Atlas etc.) that handle all the messy parts and paperwork for you. Incorporating a limited-liability business in Germany is hell.

traviswingo 10y ago
Sounds like an excellent opportunity for a legal startup.

kejaed 10y ago

If anyone has any Canada-specific suggestions along these lines I'd be interested to hear them.

Feld0 10y ago
> obligatory "IANAL" note There's no equivalent to LLC's in Canada so you'll need to create a corporation up here. You can incorporate in the federal jurisdiction or a provincial one; you'll want to read the relevant acts that you'd be incorporating under to figure out the differences. BC corporations, for example, require at least one director to be a BC resident; federal for-profit corporations, on the other hand, require 25% of the board to be Canadian citizens. I created a federal corporation in Canada last year, mainly relying on the info and "how-to" guides on Corporations Canada's website to educate myself: http://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/home http://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h... I also went through the Canada Business Corporations Act and Not-for-profit Corporations Act a few times; they lay out the bureaucratic details you need to be aware of. The most awkward part was opening a US-based bank account afterward; BMO Harris was one of very few US banks I came across that was willing to talk shop with a Canadian company (I'd love to hear if anyone knows of any other foreign company-friendly US banks). If you name yourself as the only director and shareholder (or voting member, in the case of a nonprofit), you still have to hold board and shareholder/member meetings but they'll be very straightforward since you'll be their only attendee. _Definitely_ consult with a lawyer if you're contemplating a voting structure that extends beyond yourself or the directors. For creating a nonprofit in particular, you may be able to get pro-bono legal advice through an organization like Access Probono (http://accessprobono.ca http://accessprobono.ca). Corporations Canada also offers a super-useful By-law Builder tool which gives you "sane defaults" for the corporation's structure: https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs04734.html https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs04734.html
- kejaed 10y ago
  Thanks for that. I've been reading through the Federal government's website lately and was wondering about any gotchas. If you don't mind sharing, why did you need an American bank account?

digitaltrees 10y ago

Check out valcu.co (founded by a former Gunderson Dettmer attorney). You can set up a venture capital ready C Corp for $19. It also has amazing document automation tools.

brianwawok 10y ago
Great, then he gets to pay double tax on all of his side project income - and deal with the fun of things like having a board? If you aren't PLANNING FOR SURE to get investment.. C corp is a pretty awful thing to voluntarily subject yourself to.
- fencepost 10y ago
  IANAL and don't have a C Corp, but doesn't that depend a lot on how you're being paid? I know "double taxation" is the bogeyman and is undoubtedly an issue in some cases, but for truly small setups of expect taxes to either be passed through S-Corp style or for larger businesses to be low because a lot of income may be offset by expenses (e.g. paying a salary or wage for time spent).

crispytx 10y ago

Clerky is who YC uses to form c corporations.

wasd 10y ago

You should consider an S Corp instead of an LLC. In California, you have to pay an $800 franchise fee every year. It's significantly cheaper for an S Corp and any revenue can be passed to your personal income tax.

brianwawok 10y ago
This is very weird that LLC is so expensive in Cali, the land of statups. In good ole Indiana, it is ~$93 to form an LLC and much less to maintain it. Illinois was not that much more.
- yellowapple 10y ago
  A lot of startups incorporate in Delaware instead of California.
  - brianwawok 10y ago
    If you live in Cali, doesn't that mean you also need to incorp in cali as a foreign entity? I don't think its either home state OR Delaware.. its home stand AND Delaware. And then yes, you get some Delaware legal things on your side, but you are paying more.
    - dragonwriter 10y ago
      If you (as a corporation/LLC) do business in a state but are incorporated elsewhere, you generally need to register as a foreign corporation in the state you are doing business in. This often involves franchise fees similar to opening a corporation/LLC in the state. But you only, strictly speaking, incorporate in one place (unless you want a subsidiary incorporated elsewhere for some reason.)
- fencepost 10y ago
  Looking at Illinois requirements now it's MUCH higher than that. Based on what I have open in another tab, it's a minimum of $500 to file, and annual fees of $250; both of those are for filing on paper, electronically it's $600/300. There's also a requirement to register with the state if you're an LLC incorporated in another state and will be doing business in Illinois. $500 filing fee and you have to have a registered agent within the state. The relevant law is http://law.onecle.com/illinois/805ilcs180/45-5.html http://law.onecle.com/illinois/805ilcs180/45-5.html, but it's not entirely clear to me what "transacting business" really means. The seemingly obvious meaning would imply that every little LLC selling anything would be required to spend $500 once plus annual fees to a registered agent before selling to anyone in Illinois.

samtho 10y ago

I had the same problem and just did the paperwork myself. I am in California so this information will only apply to people there. Obligatory, I am not a lawyer. Pre steps: - pick a name that is available: https://businesssearch.sos.ca.gov/ https://businesssearch.sos.ca.gov/ - Register the domain name you are going to use - Get a mailbox (like one at the UPS store, NOT a PO Box!) to use as your business address so you will not have to use your home address if it bothers you. Now, for the real stuff - 1) Get a registered agent (even if you want to do it yourself, I recommend getting one anyway). I used freeregisteredagent.com for 1 year free. Required before you file the next step. 2) File an LLC-1 (http://bpd.cdn.sos.ca.gov/llc/forms/llc-1.pdf http://bpd.cdn.sos.ca.gov/llc/forms/llc-1.pdf) articles of organization. It requires a $70 filing fee, send off the form and $70 money order. 3) Grab an EIN from the IRS: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online https://www.irs.gov/businesses/small-businesses-self-employe... 4) Wait for the Secretary of State of send a copy of the file articles of organization (form LLC-1). Now, file a Statement of Information, form LLC-12: http://bpd.cdn.sos.ca.gov/llc/forms/llc-12.pdf http://bpd.cdn.sos.ca.gov/llc/forms/llc-12.pdf This is due within 90 days of the file date (on the filed LLC-1 form) All the information here will become public information. Send that in to the SoS with a $20 money-order and wait. 5) Use your filed articles of organization, the EIN you got in step 3, and a state issued personal ID to get a bank account. US Bank and CapitalOne Spark have free checking accounts for business, you can also try a credit union as local ones have them for free. 6) Look for any local licenses you need, some cities require business licenses, some require a "Business Operation Tax" (BOT) certificate - check your city or county website(s). CalGold is useful: http://www.calgold.ca.gov/ http://www.calgold.ca.gov/ 7) Conduct business, keep records, etc Recurring items: - An $800 minimum tax is due every year to the state of California. - You must file a new LLC-12 (if the information has changed) or an LLC-12NC (if nothing about your LLC has changed) biannually (every two years). See all forms here: http://www.sos.ca.gov/business-programs/business-entities/forms/#llc http://www.sos.ca.gov/business-programs/business-entities/fo...

traviswingo 10y ago
Thanks, this is exactly what I was looking for.

nemmons 10y ago

I work for a company that specializes in incorporation and compliance services. We have a free information center that contains a lot of information and guides that people may find helpful: https://www.harborcompliance.com/information https://www.harborcompliance.com/information

reboog711 10y ago

Find a local lawyer. Beyond that; look for specific information in your state. My state, Connecticut, has a government web site that gives you step by step instructions on setting up a company in the state; including what paperwork to file and how to get taxID Numbers...

davidkellis 10y ago

What's the consensus about doing this in Texas? Anyone been through it that can advise?

omarforgotpwd 10y ago

LegalZoom is a fine way to get started. It's not that expensive and they will do it correctly. Best to not waste too much time on it and focus on the business.

nunez 10y ago

I went to a local accountant since they "know all the rules." Got incorporated as a NY C-Corp for less than $1000

amorphid 10y ago

It's worth asking if you really need an LLC/Corp. Find a good tax person, and see what they recommend. To find a good tax person, ask a few business people who they use and recommend. I formed an LLC a couple times, and both times I probably shouldn't have bothered until the business could pay for the fees, and an official entity offered me something a sole proprietorship couldn't.

JBerlinsky 10y ago

You probably want a lawyer or accountant to walk you through the process if you're doing any significant volume. Don't use LegalZoom -- they aren't technically providing legal counsel; they're providing "guidance," which won't help you at all if someone comes after you (they're not liable for poor counseling, etc.) It's worth asking your accountant/counsel if you should consider setting up a LLC that files taxes as a corporation. You probably only want to do this if you are able to pay yourself a consistent, set payroll (I'm not a lawyer or accountant, but I can speak from experience that this is one of the cases where filing in this manner is not helpful, and will actually be detrimental). While it's easy to create an LLC, it's very easy to create one that can be broken through if someone wants to come after you. Pony up the $200 or so to talk to a proper lawyer with experience setting up corporate entities, even if you only have them tell you what to do on your own.

Posibyte 10y ago

Disclaimer: I work for this company, however my comments and opinions are my own. I used Launch by Legalshield[0]. It's like the LegalZoom option, but they do provide legal counsel. After you signup, the member lawyer of your region calls you to finalize the documents and ensure everything's sorted. I paid around $460 overall for the formation, agent, and all the documents neatly organized in a binder with a really nice rubber logo stamper. Every step has some information to the right to help explain the process, and if you get it wrong, your member lawyer should catch it pretty easily. Again, I work for them, but it's both not my project in the company, I don't receive anything special for saying good things about it, and I really did like the flow. So I might be biased, but I do highly recommend it. [0]: http://launch.legalshield.com/ http://launch.legalshield.com/