HOWTO: your business in the USA from Russia
Surely many of us at least once thought to myself: “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 categorically does not want 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. Surely many of the facts for the Americans themselves seem trivial, but for a Russian citizen everything is much more complicated - alas, this is a given. Not to say - this is the motherland, son. I will make a reservation right away - I did all this more than 2 years ago, so some details may not be entirely relevant. But it is unlikely that something has changed in principle.
First, a little history. It took me a company in the USA to sell the expertise and brains of Russian programmers. In the states there are many customers who simply do not want to fool their heads. They do not want to pay abroad, they do not want to get involved with services like Payoneer, they want to stupidly pay with a paper or ACH / check in general. First of all, I naturally went into the search - “Delaware offshores” are widely known among those who are somehow connected with business in Russia. There I immediately got a bunch of confusing and contradictory information reducible to a simple resume: you are a few thousand USD to us, we are a wonderful company that is absolutely tax-free, because Delaware is offshore! And reporting is not needed! And we will issue a beautiful print, and forms! And we will open the account, however, for some reason, only in Lithuania or somewhere else near the hell.
My internal censor works on such attractive offers. Because I immediately moved to the same search, only in English. And - oh, a miracle! - I did not find offshore companies there. But I discovered what was to be expected ... That there are no offshore companies in such a serious economy as the USA, that tax-free jurisdictions do not happen there, that tax reports must be submitted by everyone that Delaware is not valued for low taxes in the US low even in the United States), and for particularly well-developed state laws relating to the functioning of corporations ...
So, it is decided, “offshorers” to the side, register yourself!
')
The founders are exclusively citizens of the Russian Federation, no one has a SSN, no one has a residence permit, no 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 ZAO on the main tax system. For residents of America, there are several other options, but ... we do not care.
We look at the tax system C Corp. In the US, tax is taxing the IRS. A lot of useful information can be gathered from her site http://irs.gov/ . There are two main taxes that threaten us: a corporate income tax and a sales tax.
Profit tax. Well, you still have to make a profit first. And then show in reporting. Looking ahead, this is not the same thing, as it turned out. But, nevertheless, I would like to pay less, if possible ... The corporate income tax consists of 2 parts, a federal one, which is the same for everyone, and a part of the state, which is different in each state.
Federal income tax is paid according to the following scheme: 15% for the first $ 50,000 of taxable income, 25% for the next $ 25,000, and 34% for everything else. In addition, an income charge of $ 100,000 to $ 335,000 is set at 5%. I am literally ready to pay 35%, give me someone more likely $ 335,000 of profit 8-)
Profit tax is also collected by the state in which the company is resident. This is not only a place of registration, but also a place where the company operates. By the way, the same company can be resident in several states ... well, we do not need it, fortunately. Tax rates on income for all states are different. A little pleasure: Delaware has one of the highest rates: 8.7%. This is as a nice addition to the federal 34%! But there are Nevada and Wyoming, which they don’t want from a poor merchant - the rate is 0!
We make a notch for memory.
Next, look at sales / use tax.
This is a sales tax. Charged in the sale of any tangible property or the use thereof for their own needs. Valid 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, just not from Nevada. And I can not offer them goods - a solid code. By the way, the way it happened - I do not have this tax so much that even the declaration was not filed.
As a result, it was decided to register C Corporation in the state of Nevada. If anyone has forgotten - this is where Las Vegas is. Companies are registered by the state secretary, his site is http://nvsos.gov/ , there are a lot of interesting things, I read a week. Actually registration is the filing of an application form in the office of the secretary. Increasingly, filing is done electronically ...
Theoretically, you can do it yourself right 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 the professionals, especially since in any case, we need the so-called registered agent - this is a person or company located in the state of registration of the company, with a normal address and license. At this stage, I only needed 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. Pay the capital is not necessary. I wrote $ 1000. Yes, of course, you need an official mailing address. I bought the address + mail forwarding services for a year from the same agent for $ 99. Mail forwarding services are paid separately at the top.
The state charges $ 75 for registration, another $ 30 for the Articles of Organization, and some agent takes - in my case, $ 89 including the first year of service as a registered agent. At the exit in about a week the Certificate of Incorporation and stamped in the office of the Secretary of the Articles of Organization. You can save money on agent services if you order a longer period - I rammed it for $ 200 for 5 years.
Here most often the activities of offshore recorders and ends! They give the client a Certificate, a seal that is not really needed and is done in 5 minutes in any hole — voila! But in reality, everything is just beginning ...
After registration, the company must:
The amount, unfortunately, I do not remember, something about a thousand for everything and about everything. And here the Americans have a bonus: postal services are free for them (included in the agent's fee), and I had to give more than $ 100 for sending documents back and forth ...
Thus, for "less pieces" it turned out much more than what the offshore traders offered for 3000-4000. And I'm really 100% sure that the company is mine, that I am President and Treasurer in it, that this is a full-fledged corporation that will not cause (and does not cause) my American counterparties any questions.
In the following series you can highlight the following questions:
UPD: Continued. Business in the USA from Russia. Part II. Money and banks
In this article I will try to highlight the process of creating and administering an American corporation for a resident of the Russian Federation. Surely many of the facts for the Americans themselves seem trivial, but for a Russian citizen everything is much more complicated - alas, this is a given. Not to say - this is the motherland, son. I will make a reservation right away - I did all this more than 2 years ago, so some details may not be entirely relevant. But it is unlikely that something has changed in principle.
USA Corporation == "Delaware Offshore"? Not!
First, a little history. It took me a company in the USA to sell the expertise and brains of Russian programmers. In the states there are many customers who simply do not want to fool their heads. They do not want to pay abroad, they do not want to get involved with services like Payoneer, they want to stupidly pay with a paper or ACH / check in general. First of all, I naturally went into the search - “Delaware offshores” are widely known among those who are somehow connected with business in Russia. There I immediately got a bunch of confusing and contradictory information reducible to a simple resume: you are a few thousand USD to us, we are a wonderful company that is absolutely tax-free, because Delaware is offshore! And reporting is not needed! And we will issue a beautiful print, and forms! And we will open the account, however, for some reason, only in Lithuania or somewhere else near the hell.
My internal censor works on such attractive offers. Because I immediately moved to the same search, only in English. And - oh, a miracle! - I did not find offshore companies there. But I discovered what was to be expected ... That there are no offshore companies in such a serious economy as the USA, that tax-free jurisdictions do not happen there, that tax reports must be submitted by everyone that Delaware is not valued for low taxes in the US low even in the United States), and for particularly well-developed state laws relating to the functioning of corporations ...
So, it is decided, “offshorers” to the side, register yourself!
')
Selection of state for registration, taxes and types of companies
The founders are exclusively citizens of the Russian Federation, no one has a SSN, no one has a residence permit, no 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 ZAO on the main tax system. For residents of America, there are several other options, but ... we do not care.
We look at the tax system C Corp. In the US, tax is taxing the IRS. A lot of useful information can be gathered from her site http://irs.gov/ . There are two main taxes that threaten us: a corporate income tax and a sales tax.
Profit tax. Well, you still have to make a profit first. And then show in reporting. Looking ahead, this is not the same thing, as it turned out. But, nevertheless, I would like to pay less, if possible ... The corporate income tax consists of 2 parts, a federal one, which is the same for everyone, and a part of the state, which is different in each state.
Federal income tax is paid according to the following scheme: 15% for the first $ 50,000 of taxable income, 25% for the next $ 25,000, and 34% for everything else. In addition, an income charge of $ 100,000 to $ 335,000 is set at 5%. I am literally ready to pay 35%, give me someone more likely $ 335,000 of profit 8-)
Profit tax is also collected by the state in which the company is resident. This is not only a place of registration, but also a place where the company operates. By the way, the same company can be resident in several states ... well, we do not need it, fortunately. Tax rates on income for all states are different. A little pleasure: Delaware has one of the highest rates: 8.7%. This is as a nice addition to the federal 34%! But there are Nevada and Wyoming, which they don’t want from a poor merchant - the rate is 0!
We make a notch for memory.
Next, look at sales / use tax.
This is a sales tax. Charged in the sale of any tangible property or the use thereof for their own needs. Valid 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, just not from Nevada. And I can not offer them goods - a solid code. By the way, the way it happened - I do not have this tax so much that even the declaration was not filed.
check in
As a result, it was decided to register C Corporation in the state of Nevada. If anyone has forgotten - this is where Las Vegas is. Companies are registered by the state secretary, his site is http://nvsos.gov/ , there are a lot of interesting things, I read a week. Actually registration is the filing of an application form in the office of the secretary. Increasingly, filing is done electronically ...
Theoretically, you can do it yourself right 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 the professionals, especially since in any case, we need the so-called registered agent - this is a person or company located in the state of registration of the company, with a normal address and license. At this stage, I only needed 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. Pay the capital is not necessary. I wrote $ 1000. Yes, of course, you need an official mailing address. I bought the address + mail forwarding services for a year from the same agent for $ 99. Mail forwarding services are paid separately at the top.
The state charges $ 75 for registration, another $ 30 for the Articles of Organization, and some agent takes - in my case, $ 89 including the first year of service as a registered agent. At the exit in about a week the Certificate of Incorporation and stamped in the office of the Secretary of the Articles of Organization. You can save money on agent services if you order a longer period - I rammed it for $ 200 for 5 years.
Here most often the activities of offshore recorders and ends! They give the client a Certificate, a seal that is not really needed and is done in 5 minutes in any hole — voila! But in reality, everything is just beginning ...
Life after registration
After registration, the company must:
- Get tax registered in the IRS and get an EIN number. This is like our OGRN. Freebie, but will have to work. You need to download the form from the IRS website and find the phone where to call. Need to know English! Have to talk to the operator. There are all kinds of operators, the connection is not a fountain ... I suffered, I suffered from the first operator, I spat and put the phone down. Then he took himself in hand, called again - and I was already caught by another fighter, with a much more intelligible language, here everything went without a hitch, without a hitch. It’s ideal to have a fax on another line on hand to send the completed form to the IRS operator’s request, otherwise you will have to dictate everything over the phone for a long time and tediously ... At the end of the conversation, the operator dictates the assigned EIN number - take care of each eye. I hoped that they would confirm the number in the paper that was sent by mail - but no, they protect privacy, only the last 4 digits are visible, the rest is filled with asterisks. It is best to ask to dictate again, just in case. Then the official mailing address of the company will receive a confirmation + valuable important data - the mail must be kept under control.
- Submit to the Office of State Secretary Initial List of Officers, Directors, etc - A list of company officials. State duty is $ 125 + agent fee, in my case $ 15. The state duty depends on the amount of the share capital of the company, for small things - the amount is indicated above, larger companies pay more.
- Buy the right activity in the state - NV State Business License. This is an annual payment, worth $ 215.
- To put in order any corporate bureaucracy - to sign the Articles of Association, any Protocols on the establishment, election of officers of the company, and so on. These are trifles, they are not needed in activity, but order is order. I was too lazy to do this myself, gave the agent $ 25.
- And ... and everything!
The amount, unfortunately, I do not remember, something about a thousand for everything and about everything. And here the Americans have a bonus: postal services are free for them (included in the agent's fee), and I had to give more than $ 100 for sending documents back and forth ...
Thus, for "less pieces" it turned out much more than what the offshore traders offered for 3000-4000. And I'm really 100% sure that the company is mine, that I am President and Treasurer in it, that this is a full-fledged corporation that will not cause (and does not cause) my American counterparties any questions.
In the following series you can highlight the following questions:
- How to open a corporate account in an American bank, how to use it later via the Internet
- How to keep accounts, who will do the reporting, how to submit it to the IRS
- How to register a full business account with PayPal
- What will have to be done annually to maintain the company in working order from the point of view of the American authorities, and how much it costs
- How to save on taxes, on which in America you can legally spend profits
- What else? Ask, I will try to answer.
UPD: Continued. Business in the USA from Russia. Part II. Money and banks
Source: https://habr.com/ru/post/133643/
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