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Incorporating in US as non-residents

Asked by: Elyor Adilov  — 30 May, 2012

We are team of three people living outside of US. We plan to launch social online shop with main market in US but we will also operate internationally. We??™ve decided to form corporation to be able to get investments in future. So we have questions about forming corporation in USA:

1. Can we incorporate in Delaware and operate abroad or in future have office in New York?

2. Do we need to have business bank account opened in US? If yes can we open it online?

3. How do we form Bylaw after incorporating?

4. Can we do amendments to Bylaw or issue new stocks with your service in future?

5. Where do we get corporate minute book?

6. Can we have annual meetings outside of US?

7. Do we need any business license for online shop?

8. Do we need to have accountant in US to take care of our corporate accounting?

9. Can you suggest any extra paid options while incorporating through your service?

Answered by: admin  — 30 May, 2012

Dear Elyor,

Since you structured your question so carefully I will follow your points one by one:

1. Incorporating in Delaware with future offices in New York – absolutely, you can start by forming a Delaware Corporation, and then later on as your business reached a level where you need to establish physical presence in New York you would file for foreign qualification of this DE Corporation in New York.

2. Bank account – this is one question we hear a lot. Whether you need a bank account in the US or not is a business decision. Technically you could open a bank account in your country for this corporation (you would need to either either certify the corporate documents in your country’s embassy, or use an apostille if your country is a signatory to the Apostille convention). You could also try to open a merchant account in your country, to accept credit cards.

With that being said, eventually you would want to have the bank account in the US, especially when you will open offices in New York. As far as I know there is no way to open an account online from abroad, since a company representative must be physically present in front of a banker. So someone would have to travel, and bring a few personal documents with him/her.

3. Bylaws: bylaws is an internal legal document, typically drafted by an attorney. We offer customizable bylaws and minutes in our Corporate Kit (it comes on a CD).

4. Amending the company information: There are certain things we can help amend, while other require the help of an attorney. For example amending the name of the company or number of shares can be done using our service. Bylaws are typically amended with the help of an attorney.

5. Corporate book: also called Corporate Kit, typically comes with a seal, a set of shares and document templates. As I mentioned in (3) we offer such book to our client as part of the standard package.

6. Annual meetings: this is one of the reasons Delaware is so popular – the management of Delaware companies is flexible, all you need to do is maintain a registered agent in Delaware, other than that you don’t need to set your foot in that state ever (unless you want to go on vacation or something like that).

7. Licenses: as far as I know no licenses are needed for online shops, but you might need to obtain sales tax ID when you establish physical presence in New York (Delaware has no sales tax).

8. Accounting & Bookkeeping: its a good idea to retain the service of a US based accounting firm to handle your tax returns and possibly bookkeeping, but you don’t absolutely have to.

9. Other services: considering the description of your business I would recommend the following add-os to the basic package:
– Registered Agent
– Certified copy of Articles with Apostille (I presume your country is a signatory of Hague convention, if not we could help with embassy certification).
– Corporate Kit & Seal

Other than that you don’t need anything else. I hope those answers meet your expectations,

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