This guide is your trusted companion, carefully crafted for Japanese entrepreneurs ready to explore the process of registering and launching a company in the USA from Japan. 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
Register LLC in the USA from Japan:
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 Japan 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 Japan:
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 Japan 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
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
| State | Advantages | Disadvantages |
|---|---|---|
| Delaware | Favorable Tax Environment | Franchise 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 | ||
| Wyoming | No corporate or personal income tax | Less recognized compared to other states |
| Cheaper franchise taxes | ||
| Nevada | No state corporate income tax | Higher annual reporting fees |
| Mandatory state tax return filing | ||
| Public listing of all officers and directors |
Step 4: Choose A Registered Agent For Legal Compliance
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)
– A passport
– Address
Step 6: Get A US Office (Virtual Or ExecutiveCenter)
When setting up a company in the USA from Japan, choosing a virtual office can be a strategic move. It offers a professional business address along with a range of other services.
Need Assistance Establishing Your Serviced Office?
Along with our registered agent services, we also provide options for serviced offices, tailored to meet the needs of all businesses.
Step 7: Get an EIN From the IRS
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
Essentials for FinCEN BOI Registration
Reporting Deadlines and Requirements
– Companies already in existence are given a one-year timeframe for filing, whereas newly formed businesses are required to file within 90 days post-creation or registration.
– For each beneficial owner, companies must disclose four key details: their full name, date of birth, residential address, and passport number.
Reporting Process and Frequency
– Remember, BOI reporting isn’t a yearly obligation. A single report suffices unless there’s a necessity to amend or rectify details.
– The acceptance of BOI reports by FinCEN commenced on January 1, 2024.
Compliance and Fraud Protection
Step 8: Open a US Bank Account Remotely
Documents needed for opening a US bank account:
| Required documents | Description |
|---|---|
| Director’s Identification | Valid photo ID, such as a passport and driver’s license, or tax card with a photo. |
| Director’s Address Proof | Proof of the director’s residential address, e.g., utility bills or bank statements. |
| Incorporation/Organization Papers | Articles detailing the company’s structure, management, and membership. |
| EIN Confirmation | Verification letter issued by the Internal Revenue Service (IRS) for taxation purposes. |
| Business Location Verification | Evidence confirming that the business address is located in the United States. |
| Company Documents | May include the company’s certificate of incorporation, articles of organization, or other relevant documents. |
Step 9: Open A Merchant Account To Accept Credit Cards
Requirements for opening a Merchant Account:
– Disclosure of both business and personal credit histories.
– Provision of the Certificate of Incorporation.
– Presentation of Articles or Memorandum of Association.
– Documentation of the Shareholder registry.
For business owners, personal information may also be requested, including:
– Your complete name.
– Your home address.
– Your ITIN (this is optional).
These requirements are in place as merchant account providers typically conduct a credit check during their underwriting process, although it’s worth noting that not all providers now require such checks.
Step 10: Transfer Profits Home Or To A Lower Tax Jurisdiction
Getting Your Money from Japan:
2. Methods for Transferring Funds from Japan: To transfer funds from Japan, individuals can initiate foreign remittances through Japanese banks.
3. Taxation: Receiving money from Japan may have tax implications depending on the recipient’s country of residence and the nature of the funds received. It’s essential to consult with a tax advisor or financial professional to understand any tax obligations associated with foreign income. Generally, income earned from sources in Japan may be subject to taxation by the recipient’s local tax laws, including potential reporting requirements for foreign assets or income.
Transferring Profits to a Lower Tax Jurisdiction
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
2. Tax Implications: Tax implications of sending money from Japan to the U.S. include the responsibility to report transfers over $10,000 to the IRS to avoid fines and legal repercussions, as per international wire transfer rules and regulations.
Setting Up Transfers
Step 11: Get an ITIN from IRS for Banking and Credit (optional step)
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?
Let’s take a look at the various taxes levied by the top 5 states for incorporation:
| State | Cost to Incorporate | Annual 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 Japanese Citizens
– It’s mandatory for directors to be at least 18 years old (or represented by a parent) and possess valid passports.
Frequently Asked Questions
Do I need to travel to the US for Company Registration?
What is a Certificate of Authentication and when is it required?
How can I obtain an Apostille for my US documents?
This step comes in handy if you’re looking to open a bank account in Japan or submit proof of your U.S. company.
What should I do to authenticate Japanese documents for use in the United States?
The next step is to have your paperwork apostilled by the Japanese Ministry of Foreign Affairs. Upon completion of these steps, your documents will be valid in the United States.
Is the Certificate of Authentication always necessary?
Final Steps to U.S. Business Success for Japanese Entrepreneurs
Japanese 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.
