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Can I - a non US citizen incorporate a business in United States

Asked by: LINH S NGUYEN - 24 January, 2012
https://d25eic0jctudgb.cloudfront.net/images/site/avatars/560.jpg- I am Vietnamese citizen. I live in Vietnam and am doing online business in Vietnam.

My brother is an US citizen. He is the ownership and operating a retail business in TX, USA.

Basically what I am doing is to buy products from US manufactures and sell products in United States, mainly through my e-commerce website. All the transactions are conducted online.

This business will contract to purchase goods from almost US companies, rent a warehouse in US, hire US citizen employee, contract to use services of Fedex or USPS for shipping. All end-users reside in united States.

My questions are:
1. Can I, a non US citizen incorporate a new company in US?   
2. If I can, what type of company, LLC or C Corporation? (I know S Incorporation only for US citizens)
3. Where should I incorporate. I basically operate in TX.
4. If I can??™t because of not a US citizen, can I partnership with my brother, a US citizen to incorporate a business?
Thank you very much.

LINH S NGUYEN
Answered by: Robert Kowalski - 28 January, 2012
https://d25eic0jctudgb.cloudfront.net/images/site/avatars/35.jpg-687fc92d5f6c5febcbdccb6895b08b8c Dear Linh,

Allow me to answer your questions one by one:

1. First of all, there is no problem for you as a non-US person to own and operate a US company from abroad.

2. You are correct about S-Corporation being restricted and cannot have non-US persons (meaning non US citizens or permanent residents) as shareholders. As such I think LLC would work perfectly for you, since this is a pass-through entity, while C-Corporation is a double-taxation entity.

3. As far as the state of formation, since according to your description this is a purely Internet based business, without physical locations (such as an office or a warehouse) you might want to consider one of the incorporation heavens such as Wyoming or Delaware. You could of course form your entity in Texas, however that might not make much difference and its pretty costly to register one in Texas compared to the other two states.

4. I mentioned that you can own your company yourself, ever though you are a non-US person. However if you choose LLC and provided your brother is a US-person with SSN it might be easier for you to report the company taxes if your brother is a member in your LLC. I would in general recommend you to consult an accountant specializing in taxation of international persons in the US to better understand how that works and what course to take.

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