How To Register And Start A Company In The USA From Australia? (2024) LLC & C-Corp

In This Article

Book Your 30 Minute Free Consultation.

Get Free & Instant advice on registering your business in Delaware & the USA.

As you stand at the threshold of registering and launching a company in the USA from Australia it may seem like you’re facing an intricate and demanding endeavor. We understand the challenges and are here to assist.

This guide is your compass, tailored for Australian entrepreneurs eager to understand the process of registering and starting a company in the USA from Australia. Join us as we navigate through the legal, financial, and operational details to smooth your path to success.

Register and Start your business in the USA

Step 1: Choose between LLC and C-Corp

As individuals or businesses from Australia mull over the prospect of registering a company in the U.S., a pivotal decision arises: selecting between an LLC (Limited Liability Company) and a C-Corp (C-Corporation). Both options come with their own sets of unique characteristics, benefits, and constraints, making them appropriate for varied business situations and objectives.

Register LLC in the USA from Australia:

1. Taxation: Typically, foreign-owned LLCs in the U.S. aren’t eligible for pass-through taxation. However, a strategic approach is to register the LLC to be taxed as a corporation, then charge it management fees (personally or through your local business, or from a lower tax jurisdiction) to balance out profit and minimize U.S. tax liabilities.
2. Ownership: LLCs in the U.S. offer unrestricted ownership opportunities. Members can include non-U.S. citizens, non-resident aliens, or companies, both domestic and international, offering a versatile choice for individuals or businesses from Australia.
3. Management: The management of an LLC is highly adaptable, granting owners the liberty to specify their roles and operations without strict formal structures. An LLC operates effectively as a limited liability Sole Proprietorship (single owner) or Partnership (multiple owners), providing simplified management and ownership.
4. Compliance: LLCs often have less stringent compliance and formalities, leading to potential savings in legal and accounting expenditures. This aspect is particularly beneficial for smaller businesses, which might not have ample resources for elaborate record-keeping and regular reporting.

Register C-Corp in the USA from Australia:

While LLCs have several benefits, there are scenarios where a C-Corp might be a better fit:

1. Raising Capital: For businesses aiming to draw in venture capital or considering an IPO in the future, C-Corps are often the preferred choice for investors. They offer varied stock options, which are attractive to those seeking equity stakes.
2. Desire for Structure: Some companies might lean towards the formalized structure of a C-Corp, with its board of directors and specific officer roles. This structure boosts credibility and provides a clear organizational hierarchy, especially for larger companies.
3. Employee Benefits: C-Corps are ideal for businesses in Australia looking to offer extensive benefits to a significant workforce. They are adept at managing various benefits, crucial for attracting and keeping skilled employees, such as:

– Stock Options: C-Corps can grant employees the opportunity to purchase company shares at a predetermined price, involving them in the company’s growth.
– Tax Advantages: With certain tax advantages on employee benefits, like the ability to write off these costs, C-Corps can be financially advantageous for both the company and its employees.

To sum up, while LLCs may cater to the needs of entrepreneurs with their tax, ownership, and compliance perks, C-Corps stand out for capital raising and structured expansion. Choosing the right entity in the U.S. demands thoughtful deliberation.

Step 2: Pick a Name and a Corporate Ending

Key Steps for Business Name Selection:

1. Choose a unique business name: Ensure your business name is distinctive and not already utilized in the state of your intended registration. Availability can be confirmed through the state’s Secretary of State website.
2. Check for name availability: Have your registered agent, who should have a valid physical address in your registration state, confirm the availability of your proposed name.
3. Consider the type of business entity: Your choice of business entity, like a C-Corporation, LLC, or S-Corporation, influences your company’s name. Note that some entities, like S-Corporations, have ownership restrictions that might affect suitability.
4. Comply with state regulations: Adhere to the specific naming regulations of the state where you’re registering. This includes meeting state-specific requirements for reservations, filings, and any other relevant state procedures.

Step 3: Select Your Registration State

Choosing the optimal state for your business registration is a critical decision that influences taxation, legal affairs, and operational aspects. Delaware, with its reputation for being pro-business, is a strong contender. Other states like Wyoming and Nevada also offer attractive conditions for businesses and should be considered in your decision-making process.
StateAdvantagesDisadvantages
DelawareFavorable Tax EnvironmentFranchise tax may lead to slightly higher costs for businesses
No state corporate income tax for out-of-state business
No State Sales Tax
Ease of Business Formation
Flexible Business Structures
WyomingNo corporate or personal income taxLess recognized compared to other states
Cheaper franchise taxes
NevadaNo state corporate income taxHigher annual reporting fees
Mandatory state tax return filing
Public listing of all officers and directors

Step 4: Choose A Registered Agent For Legal Compliance

When appointing a registered agent for your business in the USA, several crucial factors come into play. The registered agent handles the reception of legal and official documents for the business, making it imperative to choose someone both dependable and trustworthy.

Key Points to Consider:

1. Physical Address: Your registered agent must have a real street address in the state of your business registration; a P.O. box won’t suffice.
2. Availability: They should be consistently available during standard business hours for receiving important documents.
3. Compliance Expertise: Opt for an agent well-versed in your state’s business compliance laws and regulations.
4. National Presence: For businesses active or expanding in multiple states, consider a registered agent service with a national footprint.
5. Reputation: Select a registered agent known for reliable and efficient service.
6. Additional Services: Some agents might provide added services like help with business formation and document filing.
7. Fees: Ensure their fee structure is clear, flat-rate, and free of hidden expenses.

Step 5: Provide details for the Owner, Director, and Manager (Who May Be A Single Individual)

You must provide the following:

– A passport
– Address

Step 6: Get A US Office (Virtual Or ExecutiveCenter)

A virtual office allows you to register your business with a premium address while saving on the expense of a physical office.

When registering a company in the USA from Australia, you have the option to obtain a virtual office, which can provide a professional business address and other services.

Want Help Setting Up Your Serviced Office?

With our registered agent services, we also offer serviced offices.

Step 7: Get an EIN From the IRS

Securing a Federal Employer Identification Number is crucial for legitimizing your business in the United States. This nine-digit number, assigned by the Internal Revenue Service (IRS), is used for tax purposes and is integral to various business activities.

There are two primary ways to obtain an EIN for your company from outside the US:

1. Apply for an EIN: Post the incorporation of your company, you can apply directly to the IRS for an EIN. This unique nine-digit identifier is essential for tax identification and other business operations.
2. Use a Registered Agent: Some registered agents offer help with acquiring an EIN during the company registration process. Besides handling legal and official documents, these agents can sometimes facilitate the EIN application.

After obtaining your EIN, the next important step is to register your company with FinCEN BOI, ensuring compliance with the latest laws and regulations.

Register the company and beneficial owners with FinCEN BOI

In the process of registering a company in the USA, adhering to the Beneficial Ownership Information (BOI) reporting requirements established by the Financial Crimes Enforcement Network (FinCEN) is crucial. Under the Corporate Transparency Act, these rules mandate that companies disclose information about the individuals who have ultimate ownership or control.

Key Aspects for Registering with FinCEN BOI:

Reporting Deadlines and Requirements

– Companies created or registered for business before January 1, 2024, have until January 1, 2025, to file their first BOI report.
– Existing companies have one year to file, while new ones must do so within 90 days of creation or registration.
– Companies must provide four pieces of information about each beneficial owner: name, birthdate, address, and passport number.

Reporting Process and Frequency

– Companies should have processes in place for collecting, reporting, and safeguarding BOI data for FinCEN.
– Reporting is not an annual task; you only need to submit a report once, unless you need to update or correct information.
– FinCEN started accepting reports on January 1, 2024.

Compliance and Fraud Protection

– Be vigilant about potential fraud. FinCEN never sends unsolicited requests, so don’t respond to fraudulent messages or click on any links in them.

Step 8: Open a US Bank Account Remotely

After successfully forming your company, the next critical step is opening a US bank account.

Documents needed for opening a US bank account:

Required documentsDescription
Director’s IdentificationValid photo ID, such as a passport and driver’s license, or tax card with a photo.
Director’s Address ProofProof of the director’s residential address, e.g., utility bills or bank statements.
Incorporation/Organization PapersArticles detailing the company’s structure, management, and membership.
EIN ConfirmationVerification letter issued by the Internal Revenue Service (IRS) for taxation purposes.
Business Location VerificationEvidence confirming that the business address is located in the United States.
Company DocumentsMay include the company’s certificate of incorporation, articles of organization, or other relevant documents.
Our collaboration with four distinct US banks enables us to assist you in opening an account in less than 5 days, a process considerably quicker than the usual time frame. Discover more on our page, or book a free consultation with us for detailed information.

Step 9: Open A Merchant Account To Accept Credit Cards

When registering a company in the USA from Australia, opening a merchant account to accept credit card payments is a crucial step. A merchant account is a business account that allows the acceptance and processing of credit card transactions.

Requirements for opening a Merchant Account:

– Completing a detailed application with relevant business information (i.e. Business license, proof of business bank account, and EIN)
– Business and personal credit history
– Certificate of incorporation
– Articles/memorandum of association
– Shareholder registry

In addition to business details, you might be required to provide personal information about yourself as a business owner. This includes:

– Your full name
– Your residential address
– Your ITIN (optional)

This is necessary because the merchant account provider conducts a credit check as a standard component of the underwriting process. Not all providers require a credit check anymore.

Step 10: Transfer Profits Home Or To A Lower Tax Jurisdiction

When establishing a business in the US from Australia, it’s vital to grasp regulations about bringing profits back and transferring them to places with lower taxes. Here are key points to consider:

Getting Your Money from Australia:

1. Australian Regulations: Australia has stringent regulations overseen by AUSTRAC governing the movement of money across international borders. Individuals must declare cash and non-cash forms of money exceeding AUD 10,000 when traveling into or out of Australia, sending money overseas, or receiving it from abroad.
2. Methods for Transferring Funds from Australia: Individuals can utilize various methods like wire transfers through banks, international payment platforms, or foreign exchange offices to send money overseas efficiently.
3. Taxation: When transferring large sums of money to and from Australia, individuals may encounter tax implications. Tax obligations may arise from income or capital gains made from properties overseas, interest earned in offshore bank accounts, or foreign income.

Transferring Profits to a Lower Tax Jurisdiction

1. Tax Considerations: Carefully evaluate the tax consequences in both the originating and receiving countries when moving profits to jurisdictions with lower taxes. Locations like the Bahamas, Bermuda, and the Cayman Islands are often chosen for their 0% corporate tax rates for offshore investments.
2. Understanding US Taxation: Gain a clear understanding of how the US tax system interacts with international tax laws and agreements, particularly when it comes to incentivizing the offshoring of profits to low-tax areas.

Limitations and Regulations

1. Repatriation Limits: When sending money from Australia to the U.S., there are no specific repatriation limits. However, it is crucial to consider the regulations and reporting requirements of both countries, especially concerning amounts exceeding certain thresholds like AUD 10,000 in Australia.
2. Tax Implications: The tax implications of sending money from Australia to the U.S. can vary based on factors such as the source of funds, jurisdictional tax laws, size of the transfer, and tax residency status.

Setting Up Transfers

Payment Methods: To send money from the U.S. to Australia, you can use various methods like banks, money transfer services, or online platforms.

Step 11: Get an ITIN from IRS for Banking and Credit (optional step)

An ITIN, or Individual Taxpayer Identification Number, is issued by the IRS specifically for individuals who require a US taxpayer ID but are ineligible for a Social Security number. For those in Australia registering a company in the U.S., acquiring an ITIN can be beneficial for smoother banking operations and establishing a credit history for both the individual and the business.

However, it’s essential to understand that an ITIN is not a prerequisite for starting a business in the U.S.

What are the Costs and Registration Fees for Incorporating a Company in the USA?

The choice of state for incorporating a company in the USA often depends on several factors, including costs, regulatory environment, and specific advantages offered to businesses.

Here’s a breakdown of the different taxes imposed by the top 5 states:

StateCost to IncorporateAnnual Franchise Tax
Delaware$90$225
Wyoming$100$60
New Mexico$50$0
Nevada$75$0
California$70$800

Requirements to Register a Company in the USA for Australian Citizens

These are the critical initial steps you must take when registering a company in the United States. Remember, they’re extremely important and should be your top priority.

– Directors must be at least 18 years old (or have a parent representative) and have valid passports.

Frequently Asked Questions

Do I need to travel to the US for Company Registration?

You do not need to travel to the US for company registration. The process of registering a company in the US has shifted entirely online. The physical presence of any of the business stakeholders is not required. Instead, you can submit the necessary scanned and self-attested documents for registration via a portal.

What is a Certificate of Authentication and when is it required?

A Certificate of Authentication is an optional document that may be necessary for specific business activities, like opening a bank account in Australia or providing proof of a US company. It’s not a mandatory requirement for registering a company in the USA from Australia.

How can I obtain an Apostille for my US documents?

To get an Apostille, a type of authentication recognized by the Hague Convention, you have a few options. You can apply through your Registered Agent, the Secretary of State’s office, or other officials like U.S. federal court clerks or the U.S. Department of State Office of Authentications.

This step comes in handy if you’re looking to open a bank account in Australia or submit proof of your U.S. company.

What should I do to authenticate Australian documents for use in the United States?

To authenticate Australian documents for use in the United States, you should first have your documents notarized by a recognized Australian notary public.

Following this, they must be legalized by the Department of Foreign Affairs and Trade (DFAT) in Australia.

After these two steps, your documents are ready for use in the U.S.

Is the Certificate of Authentication always necessary?

No, the Certificate of Authentication is not always necessary. It’s important to consider your specific business needs to determine if this step is essential for your circumstances.

Final Steps to U.S. Business Success for Australian Entrepreneurs

Embarking on the venture of registering and launching a company in the USA from Australia is a complex process. Our 2024 guide offers a detailed roadmap, encompassing vital steps from choosing the right business structure to setting up bank accounts.

Australian entrepreneurs can effectively manage this journey with careful planning and the support of a knowledgeable registered agent, guiding you through the legal nuances and state-specific registration requirements.

We are here to assist you. Contact us for a complimentary, no-obligation consultation to address any queries about the provided information and how you can complete registration swiftly.

Book Your 30 Minute Free Consultation.

Get Free & Instant advice on registering your business in Delaware & the USA.