4 ms·

Ask HN: Is there an easy way to register my international company in Delaware?

• there 16y ago
  have you looked at http://legalzoom.com/ http://legalzoom.com/ ? i know they provide registered agent services in delaware but i'm not sure if you can do it from outside the country.
  • marcamillion 16y ago
    I have read a bag of mixed reviews for legalzoom. Are they really good for this type of thing?
• petervandijck 16y ago
  What do you mean exactly by "international" company? If you register it in Delaware, it will be an American company, pay American taxes etc. (please correct me if I'm wrong here). Is this a company that already exists? If so, registering it doesn't make any sense. (Again, please correct me if I'm wrong.)
  • marcamillion 16y ago
    Right now, I am registered in Jamaica (where I live), but whenever I want to do anything in the US (merchant account, simple checking account, etc.) they need US credentials. It will make life MUCH easier for me to be registered.
• ojbyrne 16y ago
  http://www.ehow.com/how_4696999_register-llc-based-company-delaware.html http://www.ehow.com/how_4696999_register-llc-based-company-d... seems fairly authoritative.
• drx 16y ago
  If you're asking how to set up a Delaware company as a non-US resident without ever stepping on US soil, then yes, it's possible. You can do that via an agent. You can find one by googling 'Delaware Inc' or 'Delaware LLC' or by looking at the official list of registered agents at http://corp.delaware.gov/agents/agts.shtml http://corp.delaware.gov/agents/agts.shtml. It usually costs around $200-$300 per annum for the basic service.
• tzs 16y ago
  Do you have a good reason for wanting to be a Delaware company? Delaware does provide some advantages over other states in certain circumstances. A lot of major companies are incorporate there, and so a lot of important lawsuits involving corporate law have been fought there, and so their law is well studied and understood. Their court system also is friendly toward corporate litigation, expediting things so suits don't languish on the calendar. Delaware also makes a lot of money from fees and such on corporations incorporated therein, and so has tried to make their law friendly, to encourage companies to incorporate there. If you are a large public company that expects to be involved in a lot of litigation against other companies or expect to get sued a lot by your shareholders and investors, it can make a lot of sense to incorporate in Delaware. For nearly everyone else, there's no particular advantage to Delaware. It's generally best to just incorporate where you actually are or where you will be doing most of your business. Even some large companies do this. Microsoft is incorporated in Washington, for example.
  • marcamillion 16y ago
    Interesting points. Well, I am incorporated in Jamaica (where I am), but a lot of my business will be US based. So, based on what I keep reading, if I am incorporating in the US, it is best to incorporate in Delaware (not only because future investors prefer it, but because of lower/negligent state taxes). Those were the main reasons, but I will look into it, given your feedback. My main reason for incorporating in the US, is to get a US bank account, US merchant account, etc. - which makes everything much easier when dealing with other US companies. Thoughts?
    • philiphodgen 16y ago
      Before you do anything, go talk to the bank you want to do business with. I formed 2 companies in Delaware for gentlemen living in the Caribbean and getting accounts opened was a nontrivial task. Can be done, but line it up first. Same thing is true for your merchant account. Once you jump those practical hurdles the next question is tax. Are you "doing business" in the US or not? This is going to drive your US tax exposure. This is at a Federal level as well as state level. Once you understand the tax implications -- then you probably form the company and start making money. Consider also the overhead of having the Delaware (or other location if preferable) corporation. I figure you should budget $3,000 per year in overhead to keep it afloat. Filing fees, accounting fees, legal fees, etc. That's with minor business operations.
• ahoyhere 16y ago
  I'm an American, but I used http://www.delawareinc.com/ http://www.delawareinc.com/ and I'm happy with their service.
• philiphodgen 16y ago
  There are any number of service companies which will do the routine filings for you. But what you are contemplating is a step fraught with tax landmines. Don't do anything until you have ironed the tax problems out. An "international company" means (to me) a corporation organized under the laws of a country other than the United States. If you "register" (this is an imprecise word and could mean many things) your corporation in Delaware you have potentially exposed it to US corporate income taxation. This means that it pays tax on its profit. Then it potentially pays tax of 30% of its after tax profit. (This is the branch profits tax). I give this as one example of the tax cow pie into which the unsuspecting foot can fall. Figurre out why you are interested in entering the US. Then figure the tax exposure. Then you will understand the "what should I do?" and "who should do this for me?" questions. There are many ways you can enter the US market with a non-US company. Almost invariably your default best choice starting point will be to form a US company rather than have your non-US company enter the US directly. Figure that as your strategy then try to prove it wrong. Delaware is overrated unless you are General Motors. And yes IAAITL (I am an international tax lawyer). @philiphodgen
  • marcamillion 16y ago
    philliphodgen, my main reason is to be able to get a US bank account, merchant account, payment gateway, etc. which all prefer that I am an incorporated US company. I have incorporated in Jamaica, and as far as I understand it, there is a double taxation treaty between the US and Jamaica that allows me only paying taxes once (i.e. more than likely in Jamaica) and not having a liability in the US. I could be mistaken, and if there is another reason for me to take a step back, please let me know. All I want to be able to do is easily accept all major credit cards, from customers in the US & Europe (all in US dollars), and have the funds deposited into a bank account that gives me the ability to wire to and from electronically. Based on my research so far, there are a number of banks that have this setup, but the first step is to be incorporated. Thoughts?
    • philiphodgen 16y ago
      If you are selling into the US you can configure your business operations to be nontaxable in the US. If ownership/title transfers from you to your US buyer outside the US, you are not doing business in the US, hence no tax here. That is the simplest way to go but now you have the banking problem. Your idea will cause your Delaware corporation to be doing business. Depending on how you configure your business operations your Delaware corporation might be acting as your agent (taking a commission) or it might buy from your Jamaican corporation and resell at a profit. Figure out what is best. in situations like this you can often operate your US corporation so it makes modest profits in the US thus pays modest tax in the US. Google "transfer pricing" for he way this game is played at high revenue levels. At low revenue levels it will work fine. You mention tax treaties. Be sure you qualify for treaty benefits - look at the Limitations on Benefits clause. Be sure that the US won't tax business profits derived in the US. What you think you can do with a US bank and what you will actually achieve - light years apart. You have to be sitting there in front of the banker with your documentation and your passport and everything. Dim Bulbs Everywhere. :-) Action plan: 1. You or a trusted intelligent friend in the US gets explicit advance approval from a bank, credit card service provider, etc. When Mama's happy, everybody's happy. Bank = Mama. 2. Then solve your tax questions by figuring out how you will sell from Jamaica through your US corporation and through to your US customers, then follow the trail of money back from the customer's credit card through the merchant account to your bank for your US company, then onward to the bank account of your Jamaican company. The path of least resistance (until your revenues push $1 million or so) is to configure your US company to show a modest profit and pay modest tax, with the bulk of profits earned in Jamaica. US international tax rules are written as if every company is the size of Mitsubishi. Be careful not to be strangled with government-mandated overhead in the form of accounting and legal fees.
• deleted 16y ago
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