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

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Stepping into the realm of registering and launching a business in the USA from Iran might feel like embarking on a complex and challenging journey. We get it, and we’re here to guide you through.

This guide is your personalized roadmap, designed especially for Iranian entrepreneurs looking to learn how to register and start a company in the USA from Iran. Together we’ll navigate through the complexities of the legal, financial, and operational aspects, paving the way for your success.

Register and Start your business in the USA

Step 1: Choose between LLC and C-Corp

When individuals or businesses from Iran consider registering a company in the U.S., the choice between an LLC (Limited Liability Company) and a C-Corp (C-Corporation) holds significant weight. Each entity type offers unique features, advantages, and limitations; making them suitable for different business scenarios and goals.

Register LLC in the USA from Iran:

1. Taxation: In most cases, foreign-owned LLCs don’t qualify for pass-through taxation, but there’s a better way: register the LLC as being taxed as a corporation and then invoice it (personally or from your local business, or a lower tax jurisdiction) for management fees until there is zero profit and therefore zero taxes owed in the USA.
2. Ownership: There are no restrictions on ownership in an LLC. Members can be non-US citizens, non-resident aliens, or domestic or foreign companies, making it a flexible option for foreign individuals or entities from Iran.
3. Management: LLCs offer a flexible management structure, allowing owners to define their roles and operations without the need for formal structures. An LLC is designed to be a limited liability Sole Proprietorship (one owner) or Partnership (multiple owners) and is managed/owned with that in mind. This flexibility means less complexity and more direct control over business operations.
4. Compliance: With generally fewer compliance requirements and formalities, LLCs can lead to reduced legal and accounting costs. This is particularly advantageous for smaller businesses that may not have the resources for extensive record-keeping and frequent reporting.

Register C-Corp in the USA from Iran:

While LLCs offer many advantages, there are circumstances where a C-Corp may be more appropriate:

1. Raising Capital: If the primary goal is to attract venture capital or go public in the future, C-Corp is typically preferred by investors. They allow for issuing various types of stocks, which can be enticing to investors looking for equity positions.
2. Desire for Structure: Some businesses may prefer the formal structure of a C-Corp, which includes a board of directors and defined officer roles. This can enhance credibility and establish a clear hierarchy within larger organizations.
3. Employee Benefits: C-Corps are favorable for businesses planning to offer a variety of benefits to a large workforce. They’re structured to easily handle such offerings, making them suitable for companies looking to attract and retain talented and skilled employees, such as:

– Stock Options: C-Corps can give employees the option to buy company stock at a specific price, making them part of the company’s growth and success. This is particularly appealing in startup or rapidly growing environments.
– Tax Advantages: C-Corps can enjoy certain tax advantages with employee benefits, like being able to deduct the cost of these benefits. This can be financially beneficial for both the company and its workforce.

In summary, while LLCs often suit foreign entrepreneurs from Iran with their tax, ownership, and compliance benefits, C-Corps are valuable for fundraising 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

Here are the key steps and considerations for choosing a name:

1. Choose a unique business name: The name should be unique and not already in use in the state where you plan to register your company. You can check the availability of the name on the state’s Secretary of State website.
2. Check for name availability: The registered agent (who must have a physical address in the state where you plan to register your company) will verify that the name is available if you ask.
3. Consider the type of business entity: The type of business entity you choose, such as a C-Corporation, LLC, or S-Corporation, will also influence the name of the company. For example, an S-Corporation can only have U.S. residents as owners, so it isn’t suitable for foreign business owners.
4. Comply with state regulations: Each state has specific regulations regarding business names, and you must ensure that your chosen name complies with these requirements. This may include checking for reservations, filings, and other procedures as required by the state.

Step 3: Select Your Registration State

Selecting the right state for your business registration is crucial as it impacts taxes, legal matters, and operations. Delaware, known for its business-friendly environment, is an option worth considering among others like Wyoming and Nevada.
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

To choose a registered agent for a business in the USA, there are several factors to consider. The registered agent is responsible for receiving legal and official documents on behalf of the business, so it is essential to choose a reliable and trustworthy agent.

Here are some key considerations when choosing a registered agent:

1. Physical Address: The registered agent must have a physical street address within the state where the business is registered. A P.O. box is not acceptable.
2. Availability: The registered agent must be available during normal business hours to receive legal and official documents.
3. Compliance Expertise: The registered agent should be an expert in the state’s business compliance rules and regulations.
4. National Presence: If the business operates in multiple states or plans to expand into other states, having a national registered agent service is a great option.
5. Reputation: Choose a reputable registered agent with a track record of providing reliable and efficient services.
6. Additional Services: Some registered agents may offer additional services, such as assistance with business formation and filing required formation documents.
7. Fees: Consider the fees charged by the registered agent and ensure that they offer a flat-fee model without any hidden charges.

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 Iran, 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

Obtaining a Federal Employer Identification Number is an essential step. It legitimizes your business in the United States. The Internal Revenue Service (IRS) assigns this nine-digit number for tax-related purposes and several other business operations.

To secure an EIN outside the US for your company, there are two main methods available

1. Apply for an EIN: After incorporating your company, you can apply for an EIN from the Internal Revenue Service (IRS). An EIN is a unique nine-digit number assigned by the IRS to identify your business for tax purposes.
2. Use a Registered Agent: When registering your company, some registered agents can assist in the process of obtaining an EIN. The registered agent is responsible for receiving legal and official documents on behalf of the business, and they can also sometimes help with the EIN application process.

Once you’ve successfully applied for your EIN, the next crucial step is to register your company with FinCEN BOI in accordance with the latest legislation and regulations.

Register the company and beneficial owners with FinCEN BOI

When registering a company in the USA, it’s important to comply with the Beneficial Ownership Information (BOI) reporting rules set by the Financial Crimes Enforcement Network (FinCEN). These regulations, part of the Corporate Transparency Act, require reporting companies to provide details about the individuals who ultimately own or control them.

Here are the key points for registering your company and beneficial owners 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.
We work alongside four different US banks and are able to help you open an account in under 5 days, which is significantly faster than the typical turnaround period. You can find out more on this page or simply book us in for a free consultation.

Step 9: Open A Merchant Account To Accept Credit Cards

When registering a company in the USA from Iran, 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 starting a business in the US from Iran, it’s important to know the rules for sending money back home and moving it to places with lower taxes. Here’s what you need to remember:

Getting Your Money from Iran:

1. Iranian Regulations: To transfer money from Iran to the USA and Europe, individuals must adhere to specific regulations. The process involves ensuring that the funds are transferred through wire transfers to a third country, typically a privately held Iranian bank, to comply with sanctions and legal requirements.
2. Methods for Transferring Funds from Iran: Transferring funds from Iran to the USA and Europe involves using a United States depository institution or a registered broker or dealer in securities. These entities are authorized to process noncommercial and personal transfers to or from Iran, subject to restrictions and limitations, as outlined in the Iranian Transaction and Sanctions Regulations (ITSR).
3. Taxation: When transferring funds from Iran, individuals need to consider the tax implications. It is essential to comply with the regulations set forth by the Office of Foreign Assets Control (OFAC) to avoid any sanctions compliance issues that may arise during the transfer process.

Transferring Profits to a Lower Tax Jurisdiction

1. Tax Implications: When transferring profits to a lower tax jurisdiction, consider tax implications in both the source and destination countries. Countries such as the Bahamas, Bermuda, and the Cayman Islands with 0% corporate tax rates are popular for offshore investments.
2. US Tax System: Understand how the US tax system may incentivize offshoring profits to low-tax jurisdictions within the context of international tax laws and agreements.

Limitations and Regulations

1. Repatriation Limits: Repatriation of funds from Iran to the U.S. is subject to restrictions and documentation requirements. The transfer of funds that are noncommercial and personal is authorized under certain conditions. The ITSR allows personal remittances to or from Iran, subject to restrictions and limitations. Transfers must be processed by specific entities like U.S. depository institutions or registered brokers in securities.
2. Tax Implications: When sending money from overseas to the U.S., tax implications vary based on the nature of the transfer. For example, capital gains from the sale transferred from an overseas buyer to your American bank account may be taxed based on your tax bracket.

Setting Up Transfers

Payment Methods: U.S. financial institutions are authorized to process noncommercial, personal remittances to Iran, allowing for personal transfers of funds from the U.S. to assist friends or family members in Iran, provided they comply with specific requirements under ITSR sections 560.516 and 560.550.

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

An ITIN is a special tax number from the IRS for people who need a US taxpayer ID but can’t get a Social Security number.

When registering a U.S. company from Iran, getting an Individual Taxpayer Identification Number (ITIN) from the IRS can help with smoother banking and building a credit history for you and the business.

However, it’s important to know that you don’t need an ITIN to start 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 hinges 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 Iranian Citizens

These are the important 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 Iran or providing proof of a US company. It’s not a mandatory requirement for registering a company in the USA from Iran.

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 Iran or submit proof of your U.S. company.

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

To start, have your documents translated into English if they are not already. Following that, ensure they are notarized by a notary public.

Next, acquire an official stamp from the Iranian Ministry of Foreign Affairs. Then, proceed to authenticate the documents at the U.S. Embassy or Consulate.

Once these steps are complete, your documents will be recognized and 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 Iranian Entrepreneurs

Registering and starting a company in the USA from Iran is a multifaceted journey. This 2024 guide provides a comprehensive outline that covers essential steps from selecting an appropriate business structure to establishing bank accounts.

As an Iranian entrepreneur, you can navigate this process with strategic planning and the right registered agent at your side, to help you through the legal steps and the state registration process.

Feel free to reach out to us for a free, no-obligation consultation where we can answer any questions regarding the information above and how you can get registered in just a matter of days.

Book Your 30 Minute Free Consultation.

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