Non Resident starting business in the US

Asked by: Daniel  — 22 November, 2011

I live in Ecuador and have no plans to move to the US. I am going to export some construction materials to the US. I will have an outside company distribute the goods for me in the US. The goods and the distributor are in California although the customers will be sold through the US.


Do I need to incorporate in California. I know i dont have too, but if I am liable to California I see no good reason to incorporate in another State.

I plan on choosing an LLC as my entity. From what I read, I will be liable to the US for income earned by my company

I would assume that if i shipped directly to the customers from my country that I wouldn’t have to incorporate in the US or pay them any taxes in the US. Does the fact that I have a US distributor make me a US company. The distributor isnt buying from me, they are shipping for me

Answered by: admin  — 22 November, 2011


If your goods are distributed in the US using a third party company you might not even need to incorporate in the US.

You might want to form a US company (such as an LLC) and use this company as your US proxy to deal with US clients and distributors. This way your US entity will be purchasing your product from your Ecuadorian company more or less at the same price it would sell it to the US clients plus the cost of distributing it.

This way your US entity is never at profit or loss, and all your profit is recorded in Ecuador. You would only need to file annual tax returns showing your company is breaking even.

Since you are shipping your product from Ecuador you are not bound to register in the state where your clients are, but can choose any incorporation friendly state, such as Delaware or Wyoming. You are also not required to collect sales tax in any state (probably with the exception of the state of registration) unless you store and ship your items to clients in that state.

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