US Corporation Corporation: How to establish LLC of Limited Liability Company?

Open in the United States It is necessary to follow the necessary procedures and processes, and at the same time, the corresponding tax is needed.

There are different types of companies in the United States, and limited liability company(( Limited Liability Company, Abbreviation LLC) It is the most commonly used company category for personal entrepreneurship.

There are many benefits in the US founding limited liability company, as shown in the name, the financial responsibility of the owner of the LLC is limited, Limited to their investment in the company.

This means that if the company encounters legal disputes or financial issues, The owner’s personal assets are usually safe Unless fraud or other illegal acts.

at the same time, The operation and management regulations of LLC are usually more flexible and simple EssenceFor example, LLC does not need to establish a board of directors, nor does it need to hold a board or shareholder meeting.

In this article, we will talk to you how to start your own limited liability company in the United States?

Demand: Unless special explanation, the author is not necessarily an expert in the topic of this article, nor does it necessarily hold a professional license.The information provided in this article is for reference only.We do not assume responsibility for any errors or omissions, and do not promise or guarantee the accuracy, integrity or practicality of any information.Check Exempt statement Essence

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Why open a company in the United States?

The United States, as a new continent with a history of more than 200 years, has always advocated that it starts in scratch and has worked hard.A large number of world-renowned outstanding companies have sprung up like rain.

The American entrepreneurial spirit represented by Silicon Valley and Stanford University has penetrated into various fields in the United States.Extreme startups have emerged endlessly and continuously lead the development of new technologies and technologies in the United States and even the world.

It is also these innovative startups, such as OSMO, Pelton, and so on.They have always subverted our lifestyle and made us look forward to the future.

As an important member of the American family, although the proportion of the population is not high, it has gradually devoted themselves to the army of American entrepreneurship.

So why do we start a company in the United States?

Everyone’s opinion is different about the answer to this question.Here I will talk about my thoughts:

  • Unstable work: American companies are not stable, and layoffs are often caught off guard.In 2018, major banks’ layoffs made many families caught off guard.
  • Rising space narrow: In the United States, the rise of Chinese ascension is limited, and it is very difficult to obtain important positions in the company.
  • Excellent entrepreneurial environment: The United States encourages hardships to start a business and start in scratch.There are many convenience for entrepreneurship.Create a limited liability company in the United States, you can get all one or two days without going out.
  • Taxation is convenient: US companies have discounts on taxes.The United States is a heavy tax country, and personal federal income tax accounts for about 10%to 37%of personal income.At the same time, many states in the United States also levy personal income tax.For example, if an annual income of a family is 200,000 US dollars, the tax paid is about 48,000 US dollars.However, the company will have a lot of discounts in taxation, especially during the Trump period.
  • Challenge yourself:Most of the Chinese in the United States are diligent and diligent in the United States.It is time to challenge their little heart.The favorite sentence is “Do what you cannot”.

American registered company type

The main categories of the United States are the following three categories: limited liability companies (LLC), Corporations, and partnerships.

It should be noted that when the limited liability company reports taxes, you can choose to report taxes or partnerships in accordance with the company’s method of taxation.But the company itself is still a limited liability company.

For example, if a LLC pays taxes according to S-CORP, it is called “S-CORP LLC”, but S-CORP LLC is different from S-CORP.

The S-CORP LLC is still a limited liability company (LLC), but it is operated according to S-CORP tax when paying taxes on IRS.

S-Corp itself is a Corporation, which is different from limited liability companies.

Similarly, LLC PARTNERSHIP is different from partnership.C-CORP LLC is different from C-CORP.

The comparison of these three types of companies will be explained in detail afterwards:

limited liability company
(LLC)
Partnership Company (PARTNERSHIP)Corporations (Corpolations)
Ownership structureIt is owned by one or more membersIt is owned by two or more partnersIt is owned by shareholders.
Liability protectionMembers’ personal property is usually not used to pay corporate debtUnless it is a limited partner, partners may need to use personal property to be responsible for debtThe personal property of shareholders is usually not used to pay corporate debt
Management structureUsually managed by members directly, or the manager selected by the memberUnless it is a limited partner, all partners have the right to participate in the managementManaged by the board of directors, the board of directors is elected by shareholders
TaxationBy default, all profits and losses will “flow” to members and report on their personal taxAll profits and losses will “flow” to partners and report on their personal taxes.Unless choosing to be an S-type company, it will suffer “double taxation”, that is, the company’s profit is levied at the company level and distributing it to shareholders again
lifeIt is usually terminated when a member’s death, bankruptcy or leaving the company, unless it is stipulated in the operating agreement to continue existingWhen the partner’s death, bankruptcy or exit, unless the partnership agreement has other regulationsIt can exist permanently.Even if shareholders change, it will not affect the company’s operations
Ownership transferSome states may limit the transfer of LLC ownership, but many states allow free transferThe consent of all partners can usually be required to transfer partnership shareShares can usually be free to buy and sell and transfer

A.Co., Ltd.(LLC)

limited liability company, English is Limited Liability Compay, Abbreviation LLC Essence

The main feature is: Limited Liability,, Simple and flexible Essence

LLC is an independent legal entity and has ownership signing the contract As well as Property As well as Prosecution and be accused s right.

Limited liability refers to the company owner Limited responsibility The most important thing is “limited” These two words, that is, the company’s responsibilities, operations, and accounts are separated from individuals.If the company loses money, it will not lose all households such as houses or personal property.

LLC is the simplest and flexible company type, It is the first choice for small and medium entrepreneurs Essence

It can be owned by one person or multiple natural persons.

For the LLCs of multiple people, each person has the legal rights and interests of the company, but it is not a shares, because LLC cannot issue stocks.

At the same time, LLC tax reporting is convenient, and there are many tax returns.

It should be noted that for the U.S.Taxation Agency (IRS), LLC has Four Different ways to report taxes.

When you fill in the W9 table, you need to choose the company to pay taxes in accordance with which method.

  • All LLC(Single Member LLC): If LLC has only one member (that is, single person), then it is regarded as a “discreded entity” by default in federal taxation.This means that everyone does not need to report taxes separately for the company, but reports their income and expenditure on the owner’s personal income tax declaration form.This is like an individual operator, using the IRS table Schedule C report revenue and expenditure.
  • Multi-member LLC(Multi Member LLC): If LLC has multiple members, it is regarded as a partnership in terms of federal taxation.This means that when paying taxes, LLC needs to submit a form 1065 form to IRS, that is, the US partnership tax declaration form, and provide Schedule K-1 to each member, listing their income, deduction and share.Each member then reports this information on their own personal income tax declaration form.
  • Choose as S-Corp LLC to report taxes: Regardless of the LLC owned or multi-member LLC, you can choose to pay taxes as S-type companies.If LLC selects taxes as an S-type company, you need to submit to IRS first Table 2553 Approval.The S-type company avoids double taxation, and its income and losses will directly flow to the personal income tax declaration of its owner.
  • Choose as C-CORP LLC to report taxes: Whether it is a single or multiple member LLC, you can choose to pay taxes as a C-type company.To report taxes as a C-type company, LLC needs to submit it to IRS first 8832 table Approval.When paying taxes, you need to report taxes separately for the company and submit to IRS.Then, the company’s distribution of its shareholders was taxed in the tax declaration of shareholders, forming the so-called “double tax”.

B.Corporations (Corporations)

The name of the company’s name is Divide shares The company is mainly separated from the company’s operations from the owner.Individuals do not bear the responsibility of the company.The company’s shareholders can hold individual shares, internal holdings, or public offering (IPO listing).

The company mainly contains two types: C-Corp and S-Corp Essence

C-Corp The biggest feature is that it can pass IPO listing financing It can raise a large amount of funds in the shortest time, quickly expand production scale and market, and provide the possibility of becoming a unicorn company like Facebook.However, C-CORP has double tax requirements, that is, the company needs to pay taxes on the income.At the same time, the income is distributed to the hands of shareholders and company employees, and personal income tax will be levied again.At the same time, in accordance with the requirements of the Federal or Chamber of Commerce, the company needs to regularly hold a shareholders’ meeting to maximize the planning and management.

S-Corp Can’t list financing, the company’s stocks are allocated before the company members, Personal company shares can only be traded inside, and cannot be listed on sale, at the same time, The owner of the S-Corp must be an American citizen or a permanent resident in the United States, and the members cannot exceed 100 EssenceHowever, S-CORP does not require double taxes, and the income person can just pay taxes on personal taxation.

C.Partnership company (PARTERNERSHIP)

The partnership company refers to a company that operates and responsibilities established by two or more people in accordance with the signing of the cooperation agreement.

Everyone generally assumes unlimited responsibilities of the company, that is, the company’s losses and litigation affiliated with individuals.The company types mainly include general partnerships, Limited Parternership, and Limited Liability Parternership.

None of the common partnership and limited partnership are not recommended, they both bear unlimited responsibilities.

The last limited liability partnership (LLC) is very similar to LLC.This is mainly for people in the professional field, such as doctors, lawyers, architects, and so on.

Which company should I choose to start a business in the United States?

What form of company is better?In fact, there is nothing good or bad, mainly for your funds, scale, development planning, and so on.Choose a more suitable one.

I personally recommend to start a limited liability company (LLC).

So in the end, it depends on your company’s situation and personal choice.

For friends who want to start a business in the United States, my personal suggestions are as follows:

  • If you have just started to start a business and the company is only you, then start one Single Member LLC most convenient.When paying taxes, the company’s tax will be reported directly on your personal tax sheet, and the tax reporting is more convenient;
  • If your company is a multi-person partner, then start a one Multi-person partners LLC The most suitable is limited liability, and tax returns are more convenient.
  • If your company continues to expand, whether your company is a single LLC or a multi-person partnership LLC, you can apply for S-CORP LLC To report taxes, you can avoid the “double taxation”, and you can save part of the way the employee salary is separated from the corporate dividend.Self-employment tax Essence
  • In some specific cases, you can also consider applying C-CORP LLC For taxes, please consult your CPA to understand the advantages and disadvantages.
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Below, let’s discuss how to create a limited liability company (LLC) in the United States.

Process and steps in the United States founded a limited liability company

Established in the United States limited liability company It is very convenient and fast.

Below, we take Texas as an example to introduce the following important steps:

1.Create an account in Texas SOS

The LLC company created in Texas needs to be Texas Secretary of State Application on the official website.

You need to build an account first.

Before creating an account, you need a mailbox.It is recommended to use a mailbox other than your personal mailbox to register.You can register a new Google mailbox for your company and name it Company [email protected] This mailbox will be used many times after this mailbox.

2.Determine the company name

Before applying for the company, you need to determine a company name for the upcoming company.Generally, you need to conceive a company name first, and then check whether the company name is available according to the following steps:

  • Find federal trademark: exist USPTO (USPTO) On the official website, find whether there are trademarks using your company name;
  • Find Texas trademarks: On the website of the Secretary of State in Texas Texas SOS In the trademark search bar, search for whether there is a trademark in Texas has used your company name;
  • Confirm whether the company’s name is available in Texas: In Texas Secretary of State Texas SOS Search for your company name to see if the name is available;
  • Use Google to search:Use Google search to find whether the company name you conceive can be available.
  • Use Social Media Search:Find whether the company name is available on social networking sites such as Facebook, Twitter;
  • Determine whether the network domain name is available:use Namecheap Find whether the network domain name that is named after the company is available, and prepare for the application of the company’s website.This is very important.If the company’s name has been registered as a network domain name, then you may need to spend heavy money to buy this domain name in the future.

3.Determine the company address

You need to determine the company’s address so that the subsequent company application procedures can be completed.Here can be divided into Offline business and Online business The

Offline: If you are engaged in offline business activities, such as catering, children’s education, swimming teaching, etc., then you need to rent or purchase houses engaged in commercial activities, then the company’s address is naturally the address of business activities.

on-line: If you are engaged in business activities that do not require physical address, etc., you still need a physical address to register your company.It is not recommended to use your own family address, because you should try to separate the company from the family to meet the requirements of limited liability.In addition, you don’t want to publish the family address online.Here, you can use UPS’s mailbox service.

4.Use registered agent

Texas requires all companies to have a register agent in Texas to accept letters and court notifications.

Register Agent needs a certain address in Texas, and at the same time, it is guaranteed to accept important letters such as court votes and other important letters during working days.

You can use your company’s address, or use a dedicated Registered Agent service.

If you use the registered agent service, it is about 10 US dollars a month.If there are any letters, your agent will scan you or send it to you.

Here are some information about some registered agent services:

  • www.legalzoom.com
  • www.bizfillings.com
  • www.csglobal.com

5.Submit to the company’s application form

You need to log in Texas State Secretary of State official website To apply for an application, the content you need to fill in is about: company category, company name, company address, registered agent address and so on.After the online filling is completed, within 1 to 2 days, you will receive the following three electronic file files:

  • Certificate of Formation Limited Liability Company: Record all the information you fill in.
  • Certificate of Filling: Inform you that the limited liability company has applied and received;
  • ACKNOWLEDGEMENT DOCUMENT: Inform your company has applied successfully.

Please print the above files and save it in a safe place.The price of LLC registered LLC in the United States is $ 300 and can be paid using a credit card.

6.Apply for EIN number

After the company registration is completed, you need to go IRS website The tax number of the registered company, commonly known as Employer Indentification Number, Abbreviation Ein Essence

This step is very important because you need to use this tax number to report taxes for your company.

The basic information required includes the company name, the company’s address, the company category, and so on.

After the application is completed, you will get a format on the Internet as xx-xxxxxxx For EIN number, please print this file and save it in a safe place.

7.Receive EFTPS letters and establish an account

EFTPS is an abbreviation of Electronic Federal Tax Payment System.It is a system used to pay federal tax.Your registered agent will receive a mail to inform the relevant information of EFTPS.Through this system, you can set your account and passwordCome to pay federal tax.

8.Fill in Texas Franchise Tax Questionair

This questionnaire survey will be sent to your registered agent, and you need to arrive according to the requirements in the letter Official website Fill in.

After that, according to the requirements, you need to be resistant to Texas Franchise Tax.

9.Complete the company’s operating agreement

This is a very important document, which mainly summarizes the company’s system, rules and terms.The purpose is to guide the company’s internal operations to meet the needs of the company’s owner.

You can use some online services, hire professional lawyers, or use some templates to complete.

10.All company membership meetings

You need to call all members of the company to discuss the following:

  • Through the company’s operating agreement;
  • Authorized to open a bank account in the name of LLC;
  • Authorized to open a PayPal account in the name of LLC;
  • Authorized to provide MEMBERSHIP CERTIFICATE;
  • Authorized companies need to buy office equipment, etc.
  • Discuss what kind of insurance you need to buy for the company and authorize to buy.

11.Open the bank account

To open a bank account, including savings cards and credit cards, and providing start-up funds for the company.If it is a limited liability company with multiple people, it will be contributed according to their respective shares.

Remember, do not use your personal bank account for company operations.You need to maintain the independence of the company to meet the requirements of limited liability.

You may also need to open a PayPal account for the company and connect the PayPal account to the company’s bank account.

12.Issuing MEMBERSHIP CERTIFICATE

According to the authorization of the member meeting, the MEMBERSHIP CERTICATE is issued to each company member, which mainly clearly states that the proportion of members’ share in the company.

13.Create a company website

Basic 100%of companies will set their own websites, you can view us 【WordPress Tutorial 2020】 The Chinese course completes the production of the company’s website itself, or contact us We can provide you with website building services.

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The main points of this article

For the little friends who start to start a business, Limited liability company (LLC) It is the safest, most practical and convenient company type.

According to different tax returns, LLC can be divided into All LLC,, Multi-person partners LLC,, S-CORP LLC,, C-CORP LLC EssenceRemember, these are still limited liability companies, but there are different ways to deal with IRS when paying taxes.

S-CORP LLC is different from S CORP, C-CORP LLC is different from C CORP, and partnership LLC is also different from partnership.

For Texas friends, you can directly arrive Texas SOS For applications, if you have any unclear, please consult the local CPA.

For the establishment of the company’s website, you can directly join PETER course Understand how to create a company’s website.

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