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

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Embarking on the process of registering and launching a company in the USA from Bulgaria may seem difficult and complex. We recognize the hurdles ahead and are here to support you every step of the way.

This guide is your trusted companion, carefully crafted for Bulgarian entrepreneurs ready to explore the process of registering and launching a company in the USA from Bulgaria. Together, we’ll delve into the complexities of legal, financial, and operational aspects, laying the groundwork for your triumph.

Register and Start your business in the USA

Step 1: Choose between LLC and C-Corp

For individuals or enterprises from Bulgaria looking to register a company in the U.S., deciding between an LLC (Limited Liability Company) and a C-Corp (C-Corporation) is an important step. Each entity type brings unique characteristics, strengths, and limitations, suiting different business scenarios and goals.

Register LLC in the USA from Bulgaria:

1. Taxation: For foreign-owned LLCs in the U.S., pass-through taxation is usually not an option. A viable solution is to register the LLC for corporate taxation and then bill it (either personally, through your local business in Argentina, or via a lower tax jurisdiction) for management fees to negate profits and thus U.S. tax obligations.
2. Ownership: There are no ownership limitations in a U.S. LLC. Members can be non-U.S. citizens, non-resident aliens, or any company, domestic or international, making it an adaptable option for entrepreneurs.
3. Management: LLCs provide a flexible management framework, enabling owners from Bulgaria to define their roles and operations without rigid structures. Designed as a limited liability Sole Proprietorship or Partnership, an LLC’s management and ownership are streamlined, ensuring less complexity and direct control.
4. Compliance: Generally, LLCs face fewer compliance demands and formalities, reducing legal and accounting costs. This is especially advantageous for smaller businesses, where resources for extensive record-keeping and frequent reporting may be limited.

Register C-Corp in the USA from Bulgaria:

While LLCs present numerous advantages, certain conditions may make a C-Corp more suitable:

1. Raising Capital: Businesses focused on attracting venture capital or pursuing a public listing might find C-Corps to be more appealing. C-Corps can issue various types of stocks, which can attract investors interested in equity.
2. Desire for Structure: Enterprises desiring a more formal structure, complete with a board of directors and specific officer roles, might opt for a C-Corp. This can add legitimacy and establish a defined hierarchy in larger companies.
3. Employee Benefits: For companies planning extensive benefits for a large workforce, C-Corps are well-suited. They excel in handling diverse benefits, key for companies aiming to attract and retain top talent, such as:

– Stock Options: C-Corps enable employees to buy shares in the company at a set price, aligning them with the company’s progress.
– Tax Advantages: C-Corps can leverage tax benefits related to employee benefits, like deducting the cost of these benefits, providing financial benefits to both the company and its employees.

In conclusion, while LLCs are often the go-to for entrepreneurs from Bulgaria due to tax, ownership, and compliance advantages, C-Corps are instrumental for capital raising and structured growth. Deciding between an LLC and a C-Corp in the U.S. requires careful consideration.

Step 2: Pick a Name and a Corporate Ending

Considerations for Naming Your Business:

1. Choose a unique business name: The chosen name should be distinct and not in use in the registration state. The state’s Secretary of State website can be used to check name availability.
2. Check for name availability: Task your registered agent, who needs a physical address in the state of registration, with verifying the availability of your chosen name.
3. Consider the type of business entity: The type of your business entity, whether it’s a C-Corporation, LLC, or S-Corporation, will affect your company’s name. For instance, S-Corporations have specific ownership criteria that might not align with every business model.
4. Comply with state regulations: Every state has its own set of regulations for business names. Ensure compliance with these, including necessary reservations, filings, and any state-specific formalities.

Step 3: Select Your Registration State

The decision of where to register your business is pivotal, affecting your tax liabilities, legal obligations, and day-to-day operations. Among the leading choices is Delaware, known for its favorable business climate. Additionally, states such as Wyoming and Nevada are also popular due to their business-friendly environments and should be evaluated as potential options.
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

Choosing a registered agent for your business in the USA is a decision of great significance. This agent will be tasked with receiving all legal and official communications for your company, so it’s vital to pick someone reliable.

Considerations for Selection:

1. Physical Address: Ensure the agent has a physical address (not a P.O. box) in your business’s state of registration.
2. Availability: They must be present to receive documents during normal working hours.
3. Compliance Expertise: Your agent should have a thorough understanding of the state-specific compliance requirements.
4. National Presence: If your business is or will be operating in multiple states, a registered agent with a national presence is advisable.
5. Reputation: Choose an agent with a solid reputation for providing dependable services.
6. Additional Services: Look for agents offering extra services such as business formation assistance and paperwork filing.
7. Fees: Pay attention to their fee model, ensuring it’s straightforward and devoid of hidden fees.

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)

Opting for a virtual office enables you to register your company with an esteemed address while bypassing the expenses of maintaining a physical office.

For entrepreneurs from Bulgaria registering a business in the USA, a virtual office is an excellent option. It not only provides a reputable business address but also includes various additional services.

Looking for Support in Setting Up Your Serviced Office?

We complement our registered agent services with offerings of serviced offices, catering specifically to the needs of various businesses.

Step 7: Get an EIN From the IRS

Acquiring a Federal Employer Identification Number is a vital step in establishing your business’s legitimacy in the United States. The IRS issues this nine-digit number for tax and various business purposes.

To apply for an EIN from outside the US for your company, consider these options:

1. Apply for an EIN: Following your company’s incorporation, you can apply for an EIN through the IRS. This nine-digit number is crucial for your business’s tax identification.
2. Use a Registered Agent: During your company’s registration, a registered agent can aid in the EIN application process. Registered agents are responsible for managing legal and official documentation and may assist with EIN applications.

Once you have your EIN, the subsequent step is to ensure your company is registered with FinCEN BOI, adhering to current legislation and guidelines.

Register the company and beneficial owners with FinCEN BOI

Compliance with the Financial Crimes Enforcement Network’s (FinCEN) Beneficial Ownership Information (BOI) reporting rules is a critical step when registering a company in the USA. These regulations, integral to the Corporate Transparency Act, necessitate that reporting companies furnish specifics about their ultimate owners or controllers.

Essentials for FinCEN BOI Registration

Reporting Deadlines and Requirements

– For companies that were set up or registered before January 1, 2024, the deadline to file the first BOI report is January 1, 2025.
– Existing companies have a one-year period to comply with this filing, while new companies need to file within 90 days of their establishment or registration.
– The report must include four specific pieces of information for every beneficial owner: their name, birthdate, address, and passport number.

Reporting Process and Frequency

– Companies are advised to implement procedures for accurately collecting, reporting, and protecting BOI data required by FinCEN.
– Reporting to FinCEN is a one-time requirement, not an annual one. Additional submissions are only needed if updates or corrections are required.
– FinCEN began receiving BOI reports from January 1, 2024, onwards.

Compliance and Fraud Protection

– Exercise caution regarding possible fraud. It’s important to note that FinCEN will not send out requests without prior contact. Refrain from interacting with or clicking on links in any unrequested messages.

Step 8: Open a US Bank Account Remotely

After your company has been successfully incorporated, the next important move is to open a banking account in the US.

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.
We have partnerships with four major US banks, streamlining the process of opening an account to under 5 days, which is notably quicker than the average period. Learn more on this service by visiting our page, or schedule a free consultation with us for further assistance.

Step 9: Open A Merchant Account To Accept Credit Cards

When registering a company in the USA from Bulgaria, it’s crucial to consider opening a merchant account for handling credit card payments. Such an account is a key business tool, enabling the acceptance and processing of credit card transactions, which is fundamental for modern commerce.

Requirements for opening a Merchant Account:

– Filling out a comprehensive application that requires specific business details, like your business license, a verification of your business bank account, and your EIN.
– Providing a record of your business and individual credit histories.
– Including a copy of your Certificate of Incorporation.
– Adding your Articles or Memorandum of Association.
– Listing information in the Shareholder registry.

Additionally, as a business owner, you may need to supply personal details such as:

– Your full legal name.
– Your current residential address.
– Optionally, your ITIN.

This information is important for the credit check process, which is a usual part of most merchant account providers’ underwriting procedures, though not universally required anymore.

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

If you’re setting up a company in the US from Bulgaria, it’s crucial to grasp the rules about bringing back profits and shifting them to spots with less tax. Here’s what you should know:

Getting Your Money from Bulgaria:

1. Bulgarian Regulations: In Bulgaria, accessing funds involves compliance with specific regulations overseen by the Bulgarian National Bank. Individuals or entities transferring funds in or out of Bulgaria must adhere to regulatory requirements, including providing documentation for transaction verification. There may be restrictions or reporting obligations for certain transactions, particularly those involving large sums.
2. Methods for Transferring Funds from Bulgaria: Transferring funds from Bulgaria can be done through various methods, such as bank wire transfers, electronic payment platforms, or international money transfer services. Additionally, individuals can use traditional methods like checks or letters of credit.
3. Taxation: Accessing funds from Bulgaria may have tax implications subject to local tax laws. Income generated within Bulgaria is typically subject to taxation, and there may be withholding tax requirements on certain transactions.

Transferring Profits to a Lower Tax Jurisdiction

1. Evaluating Tax Impacts: It’s crucial to consider the tax ramifications in both the country from where the profits are transferred and the destination country. Jurisdictions such as the Bahamas, Bermuda, and the Cayman Islands are frequently selected due to their absence of corporate taxes.
2. US Tax Framework: Familiarize yourself with the nuances of the US tax system, especially how it may encourage transferring profits to low-tax jurisdictions, in alignment with international tax regulations and treaties.

Limitations and Regulations

1. Repatriation Limits: Bulgaria doesn’t impose specific limits on sending money abroad. However, banks may have their own regulations.
2. Tax Implications: When sending money from Bulgaria to the U.S., there aren’t direct tax implications for the sender. However, recipients in the U.S. might need to report large transfers to the IRS.

Setting Up Transfers

Payment Methods: The most common method is through bank transfers, where you can use your bank’s international transfer service to send funds directly to a Bulgarian bank account.

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

The IRS provides an ITIN, or Individual Taxpayer Identification Number, for those who need a US taxpayer identification but cannot obtain a Social Security number. For entrepreneurs from Bulgaria setting up a business in the U.S., securing an ITIN can facilitate more efficient banking processes and aid in building a credit profile for both the business owner and the company.

It’s important to note, though, that obtaining an ITIN is not mandatory for starting a business in the U.S.

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

The decision on where to incorporate a business in the USA is influenced by a range of aspects, including the cost implications, regulatory framework, and distinct incentives for businesses.

Here is an overview of the different tax structures in the top 5 states preferred for incorporation:

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 Bulgarian Citizens

Prioritizing these key initial actions is essential when you register a company in the United States. They are fundamental and should be addressed first.

– Ensure that all directors are at least 18 years of age (or are represented by a legal guardian) and hold valid passports.

Frequently Asked Questions

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

Company registration in the US can be completed without setting foot in the country, as the process is now fully digital. This means that none of the business’s stakeholders need to be physically present. The required documents, once scanned and self-attested, can be easily uploaded for registration via an online system.

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

For businesses from Bulgaria, a Certificate of Authentication can be a useful, though non-mandatory, document. It may be needed for activities like establishing a bank account in Bulgaria or confirming the legitimacy of a US company. This certificate is not a prerequisite for registering a company in the USA from Bulgaria.

How can I obtain an Apostille for my US documents?

Getting an Apostille, a special form of validation acknowledged worldwide through the Hague Convention, is essential for many reasons. You have multiple options to obtain it, such as applying through your Registered Agent, the Secretary of State’s office, or other designated entities like U.S. federal court clerks or the U.S. Department of State Office of Authentications.

This process becomes invaluable when you’re looking to set up a bank account in Bulgaria or provide evidence of your U.S. company.

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

To authenticate Bulgarian documents for use in the United States, refer to the Ministry of Justice for certification via the Apostille online portal.

Once apostilled, your documents should be recognized in the United States for legal purposes.

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 Bulgarian Entrepreneurs

Starting a company in the USA from Bulgaria is a comprehensive endeavor. Our 2024 guide lays out a complete framework, covering crucial aspects from selecting the most suitable business structure to establishing bank accounts.

Bulgarian entrepreneurs can smoothly navigate this path with strategic planning and the assistance of an adept registered agent, who can facilitate the legal procedures and state registration process.

Feel free to get in touch with us for a free, no-obligation consultation. We’re here to clarify any doubts about the above information and guide you through a rapid registration process.

Book Your 30 Minute Free Consultation.

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