Company Registration in the USA

Obtaining an EIN (Employer Identification Number) is a tax identification number required to open a bank account and conduct business. It can be obtained online from the IRS. For applicants without an SSN (Social Security Number), which is the case for the vast majority of foreign owners, the EIN application is submitted by mail or fax, which can extend the processing time to several weeks.

The company name must be unique and comply with the requirements of the state where the business is registered. It is important to check whether the name is already taken by another company. Name verification is usually carried out through the online system of the Secretary of State.

For an LLC, there is usually no minimum share capital requirement. For corporations, the amount of share capital must be determined and specified in the incorporation documents.

A company director in the U.S. can be a citizen of any country. There is no requirement to be a U.S. resident or citizen.

Individuals and legal entities: A shareholder of a company can be either an individual or a company (foreign or American).

Number of shareholders:

For a C Corporation, the number of shareholders is unlimited.

For an S Corporation, there is a limit, no more than 100 shareholders, and all of them must be U.S. citizens or residents.

For corporations (C Corporation / S Corporation):

• Annual Report:

Filing is mandatory in most states.

It contains information about the company's structure, directors, shareholders, and current status.

• Tax reporting:

C Corporation: pays corporate tax (Federal Corporate Tax) at the company level, and dividends are then taxed at the shareholder level (double taxation).

S Corporation: profit is passed through to shareholders and taxed at their level (single taxation).

For an LLC:

• Annual report: Usually required to maintain the company's active status.
• Tax reporting: Profits and losses are passed directly through to the owners (pass-through taxation).

• For an LLC that is classified at the federal level as a foreign-owned U.S. disregarded entity and has a foreign owner with a stake of 25% or more, obligations may arise to file Form 5472 and a pro forma Form 1120 with the IRS. This is informational reporting, not an income tax return.
• Failure to file or improper filing of Form 5472 carries a penalty of $25,000 per violation. If the violation is not corrected within 90 days of IRS notification, an additional $25,000 may be assessed for each subsequent 30-day period, with no set upper limit. This requirement is federal and does not depend on the state where the LLC is registered.

Bookkeeping:

• Financial reporting depends on the scope of the company's activities.
• Large companies may be required to undergo an audit and file financial statements with the SEC (Securities and Exchange Commission).
• Most small and medium-sized companies keep their books on an income and expense basis but do not file public reports.

Main taxes when starting a business in the U.S.:

• Federal income tax: The U.S. has various federal income tax rates for companies. The rate for an LLC can vary depending on the type of business and income.

• Sales tax: Most states levy a sales tax on goods and services, which can range from 2% to 10% depending on the state.

• State income taxes: Individual states have their own income taxes for legal entities.

In many states, information about directors and shareholders is private. For example, in Delaware or Wyoming, shareholder names are usually not disclosed publicly.

Director names may be available in public registries, but this depends on the state's requirements. If the goal is to maintain maximum confidentiality, Wyoming, Delaware, and Nevada are among the best options, since these states do not require much information for registration and subsequent reports.