How to incorporate your start-up in the US?

When launching a startup, you will often face the following questions:

  1. Where to incorporate? Many startups have USA in mind.
  2. Whether you should incorporate a separate legal entity in certain jurisdiction or should you open a branch or subsidiary of the company incorporated in your home country?
  3. What form of business you should go with?
  4. Which state is the best for incorporating your company?

If you are looking to raise money from US angels and VCs or planning to often receive payments from US clients, we suggest incorporating in the U.S.

What should you know before incorporating in the US?

  • You incorporate with a state not the federal government;
  • You will need a registered agent (which can be anybody with a fixed address in the U.S.) where legal documents can be delivered and will be forwarded to you.  Keep in mind, if you are told to show up in court you want to hear about it in time.
  • Delaware has advantages when your corporation is big and gets sued, but the fees they charge are not as favorable as other states. Therefore, in many cases we suggest incorporating in Wyoming.
  • If you want to open a bank account in the US, in many cases you will need to have a registered address (place of business) also in the territory of the U.S.
  • Even if you are incorporated, under case law you are not a corporation unless you have shares and more than one person owns them.
  • Having 10 million shares may be good for later on, but many states tie their initial fee and annual dues to the number of shares authorized.  Keep the number of shares low to save expenses and do a stock split later when you get big.
  • The big problem to worry about is not incorporation but taxes.  Filing with the State and Federal governments to pay payroll and corporate taxes can be a tremendous burden in time and money.

If you have any questions about all of the above and anything else our customer service representatives are here to help. You are invited to contact us via email or call our customer service at +370 610 07101.


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