FAQ About the USA Company

We offer the formation of Limited Liability Companies (LLCs) and C Corporations (C Corps). Our website mainly presents LLCs because this type of company meets the needs of most of our clients. We invite you to read this page about the difference between these two types of companies.

Yes, absolutely! Our package includes a shared phone number (with an English-speaking answering service) and a shared fax number (forwarded to email).

We offer a free quotation, invoice, and purchase order template in Microsoft Excel format. However, we strongly recommend using our software, which will make it easier to keep your accounts.

We do not offer nominee services. We believe that this type of service no longer has a place in today’s world.

• If your goal is to reduce your personal tax burden, it is possible to do so legally by using tax treaties.
• If your goal is to conceal your identity for questionable reasons, we are not the right provider to assist you with your plans to set up a company in the USA...

This is indeed required. Even if your company is not taxable in the USA, keeping accounting records is mandatory. We recommend using our invoicing software, which will make the accounting work at the end of the year easier.

Voluntary dissolution (“de-registration”) is the simplest, fastest, and least expensive way to close a company. Its cost is USD 1000. This includes the formalities with the State Registry and the IRS (closing the tax file and canceling the EIN number). Please note: the company must be in good standing (in particular, it must have an active registered office address and an appointed Registered Agent) in order to be dissolved. The dissolution process takes approximately 5 months. It must also file its final tax return the year after its dissolution (this service is included in the annual fees for our package).

Companies belonging to the Hai Yang group are at your service for company formation in Hong Kong and the United Arab Emirates. We do not offer other jurisdictions because we are not established in any other countries and are therefore not a “catalogue jurisdiction reseller” at all. We only offer company formation in countries where we have offices, staff, and an official license to provide our services.

There are two conditions to meet when choosing a name for your company:

• the name must not already be taken. We will check with the Registers and the US Patent and Trademark Office.
• it must not contain a word referring to activities requiring a special license (doctor, bank, etc.) or to a public entity (City, Federal, etc.).

This question is complex because it depends on the shareholder’s country of residence and the applicable international inheritance rules. We invite you to contact us for more information.

A “Utility bill” (water, electricity, gas, telephone, etc.) dated within the last 2 months is required. A proof of residence issued by a town hall, consulate, etc. is not accepted. This bill may be digital or a scanned original.

Annual renewal fees are payable 1 month before your company’s registration anniversary date (this date is indicated on the company’s incorporation documents). Therefore, we send you our renewal invoice at least 1 month before this date.

We will email you the following items: - Articles of Organization - Operating agreement - Banking resolution - Minutes of the first meeting - Company EIN number Upon request, we can also issue: - Lease agreement - e-Corporate Seal

Surprisingly, there is no minimum age, but in practice you must be at least 18 years old to obtain a personal tax identification number.

There is no maximum age to become associated with the United States.

There is indeed a public Companies Register.

We are your Registered Agent with the Companies Registry. We cannot make decisions on behalf of your company or act on the company’s bank account. Our role is therefore limited to monitoring your company and serving as its point of contact with the Companies Registry.

In the event of late renewal of your annual license, the late renewal penalties (including penalties charged by the Registries and our reminder fees) are as follows (from your company’s registration anniversary date):

• Filing after May 1 of each year: USD 600
• LLC renewal: USD 200 per month late

We offer a unique package that includes not only the formation, registered office, and administrative management of your company, but also its annual tax filings. However, these annual tax filings are only for tax-transparent companies (single-member LLCs, with one member) that conduct non-ETBUS activities. This means that our package is not suitable if: - You have multiple members; - Your company is tax-opaque (subject to corporate income tax in the USA); - You need employee(s) based locally; - You need visa(s) to reside in the USA; - You receive passive income (dividends, royalties, rental income). In that case, our package is not suited to your needs, but we can put you in touch with local providers who can meet your expectations.

The usual capital is USD 100. It must be deposited into the company’s bank account in cash, by check from a US bank, or by bank transfer.

Whenever we receive mail for your company, we notify you by email. We can scan it and/or forward it to you (immediately or later in a consolidated shipment) by post to an address of your choice.

As the USA is a signatory to the Hague Convention, it is therefore possible to obtain so-called “apostilled” documents there.

Yes, absolutely. The cost is USD 650, and it can be done whenever you wish. You do not need to return to the USA for this; everything can be handled remotely (e-signature and mail).

There is no maximum (1000 members = "associates" is therefore possible!). The minimum is 1 member.

Your company’s Articles of Organization must include the following information: - Company name - Address of the company’s principal office - Purpose of the company - Name of the Registered Agent - Whether the company is member-managed or manager-managed

It is entirely possible to register a company without coming to the USA. We also use e-signatures to facilitate signing the company's incorporation documents. However, please note that your presence in the country is required to open its bank account.

It is possible to switch from Partnership taxation (fiscal transparency) to Corporation taxation (fiscal opacity), and vice versa, every 5 years.

This is indeed possible at any time. It should be noted that this can be very complicated from a tax perspective…

There are 2 possible choices for managing the company:

• “member managed”: in this case, the company’s manager is a member (= partner) of the company
• “manager managed”: in this case, the company’s manager is a third party (not a member of the company).

This choice is indicated in the company’s Articles of Organization.

In partnership taxation, since it is fiscally transparent, Allocations and Distributions must be distinguished.

• Allocations correspond to the amounts of profit on which the partners will pay taxes.
• Distributions correspond to the amounts actually received by the partners in their bank accounts, which they therefore have full use of.

This difference is important because even if the company does not distribute money to its partners (for example, because its cash flow does not allow it to), the partners will still have to pay taxes on the company's profits in proportion to their ownership interests.

This is entirely possible and is even required if you want your company in the USA to be fully tax-exempt. We strongly advise against having more than 1 shareholder in the company, as it would be more complicated to obtain a tax exemption for the company. In fact, only a company with 1 individual shareholder is treated for tax purposes as a “disregarded entity”.

This is entirely possible and is called a DBA (“Doing Business As”). Your company can register as many as it wishes. Please note that a DBA does not give you exclusive rights to use this name. The cost is USD 100.

This can be verified online on the United States Patent and Trademark Office (USPTO) website.

An LLC can choose from 4 different types of taxation: Partnership taxation, Corporation taxation, Disregarded entity taxation, and S corporation taxation. We invite you to read our page on taxation in the USA for more details.

This is indeed possible. On each member’s (= shareholder’s) membership certificate, it is possible to indicate which class the shares belong to: Class A, Class B, etc. For example, Class A may have voting rights, whereas Class B does not.

The state requires a specific license for certain activities:

1. Depending on the type of products sold: alcohol, tobacco, lottery tickets, gasoline, firearms, etc.
2. Depending on the company’s activity: medical care (doctors, dentists, etc.), real estate agent, lawyer, etc.

Under the regulations, if you conduct business (“doing business”) in a state other than the one where your company is registered, you must register your company in that other state. This is called “foreign-filing.” Generally, you are “doing business” in another state if: – you operate an office or store in that state; – you are frequently physically present in that other state to meet with clients; – a significant portion of your revenue comes from that other state; – you have an employee in that other state. Note: online sales or intangible services usually do not require you to register in states other than the one where your company is headquartered.

Note that it is not necessary to specify a particular activity in the Registry. We therefore simply state: "Any and all lawfull activity". However, the IRS (the U.S. tax administration) requires a primary activity to be specified; see the list. This information is requested for statistical purposes only.