Determine Company Type and Registration State
1. Choose Company Type
Limited Liability Company (LLC):
Suitable for: Small and medium-sized enterprises (SMEs) and cross-border e-commerce businesses.
Advantages: Shareholders have limited liability, and profits are directly taxed at the individual level (pass-through taxation).
C-Corporation:
Suitable for: Companies planning to raise funds or go public.
Advantages: Independent legal entity status, subject to corporate income tax, and shareholders are taxed on dividends (double taxation), but it can attract venture capital.
S-Corporation:
Suitable for: Only available to U.S. citizens or green card holders, with a maximum of 100 shareholders.
Advantages: Avoids double taxation but has more restrictions.
2. Choose Registration State
Delaware:
Advantages: Most developed business laws, suitable for large enterprises.
Disadvantages: Higher annual review fees (approximately $300).
Wyoming:
Advantages: Zero state income tax, lowest annual review fee ($60), suitable for cross-border e-commerce.
Texas:
Advantages: No state income tax, high acceptance of virtual addresses, annual review fee of approximately $150.
Prepare Core Materials
1.Basic Information
Company Name:
Must include a suffix such as LLC/Inc. and be verified for uniqueness through the state government's official website.
Registered Address:
Can rent a virtual office for approximately $50/year.
Shareholder/Director Information:
At least one person, no nationality restrictions, passport scans required.
2. Legal Documents
Articles of Incorporation/Organization:
Includes company name, address, share structure, etc., and must be notarized before submission to the Secretary of State.
Bylaws/Operating Agreement:
Internal management rules, not required to be submitted but must be retained.
Registered Agent Authorization:
Must appoint a registered agent in the state to receive legal documents (agent service fee approximately $100/year).
Registration Process (Example for LLC)
1. Submit Application
Online Application:
Fill out the application form through the state government's official website (e.g., Delaware's I-File system) or entrust a registration agent to handle it.
Payment of Registration Fee:
Wyoming: 100,California:70, New York: $200.
2. Obtain License
Approval Time:
1-3 business days for ordinary states, 2 weeks for complex states (e.g., California).
Receive Certificate of Formation:
Issued by the Secretary of State.
3. Tax Registration
Apply for Federal Tax ID (EIN):
Free online application through the IRS website, approved within 10 minutes.
State Tax Registration:
Sales tax (if applicable), employer tax (required when hiring employees).
4. Open Bank Account
Required Documents:
EIN, Certificate of Formation, shareholder passport.
Recommended Bank:
East West Bank for remote account opening.
Post-Registration Compliance Management
1.Annual Report
Delaware LLC:
No annual report required.
C-Corporation:
Annual report required (fee: $50).
Wyoming:
Annual review fee of $60, due on the anniversary of the company's formation.
2. Tax Filing
LLC:
Filed through Schedule C on the individual tax return (Form 1040).
C-Corporation:
Submit Form 1120, tax rate of 21%.
3. Business License
Some industries (e.g., catering, medical) require additional licenses, with fees ranging from 50to400.