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

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Starting the process of registering and launching a company in the USA from Norway can feel like a complex puzzle. We understand the challenges you face and are here to provide guidance.

This guide is your roadmap, curated for Norwegian entrepreneurs seeking to understand the ins and outs of registering and establishing a company in the USA from Norway. Together, we’ll navigate the legal, financial, and operational elements, clearing the path toward your entrepreneurial success.

Register and Start your business in the USA

Step 1: Choose between LLC and C-Corp

When individuals or businesses from Norway are considering the registration of a company in the U.S., the choice between an LLC (Limited Liability Company) and a C-Corp (C-Corporation) becomes a fundamental decision. Each of these entity types offers its own set of features, benefits, and drawbacks, making them appropriate for various business situations and objectives.

Register LLC in the USA from Norway:

1. Taxation: Foreign-owned LLCs in the U.S. typically don’t qualify for pass-through taxation. A more effective method is to register the LLC for corporate taxation, and then levy management fees (personally, from your business in Norway, or from a lower tax jurisdiction) to offset profits, thereby reducing U.S. tax responsibilities.
2. Ownership: U.S. LLCs impose no restrictions on ownership. Members can be non-U.S. citizens, non-resident aliens, or companies, both domestic and international, offering a flexible structure for entrepreneurs.
3. Management: LLCs in the U.S. offer a malleable management structure, allowing owners to tailor their roles and business operations without stringent formalities. With a design that accommodates both Sole Proprietorships and Partnerships, LLCs provide a simplified yet effective management and ownership model.
4. Compliance: LLCs generally have fewer compliance obligations and formalities, potentially reducing legal and accounting expenses. This can be particularly beneficial for smaller businesses that may lack the resources for detailed record-keeping and regular reporting.

Register C-Corp in the USA from Norway:

While LLCs have their own set of advantages, there are instances where a C-Corp may be a better option:

1. Raising Capital: For businesses focused on attracting venture capital or aiming for a public offering in the future, C-Corps are typically the favored option by investors. They allow for the issuance of different stock types, which can appeal to investors looking for equity shares.
2. Desire for Structure: Some businesses may lean towards the formal structure of a C-Corp, which includes a board of directors and designated officer roles. This formal structure enhances credibility and sets up a clear hierarchy in bigger organizations.
3. Employee Benefits: C-Corps are beneficial for businesses planning to offer various benefits to a substantial workforce. They’re structured to efficiently manage such benefits, making them ideal for companies that wish to attract and retain highly skilled employees, including:

– Stock Options: C-Corps can provide employees the chance to purchase company stock at a predetermined rate, making them stakeholders in the company’s success.
– Tax Advantages: C-Corps enjoy certain tax benefits with employee benefits, such as deducting the cost of these benefits, which can be economically beneficial for both the company and its employees.

Overall, while LLCs might suit entrepreneurs from Norway for their taxation, ownership, and compliance features, C-Corps are advantageous for capital raising and organized growth. The choice between an LLC and a C-Corp in the U.S. involves thorough contemplation.

Step 2: Pick a Name and a Corporate Ending

Steps to Choosing an Appropriate Business Name:

1. Choose a unique business name: Your business name must be unique within the state of incorporation. Check its availability on the respective state’s Secretary of State website.
2. Check for name availability: Ensure your registered agent, who must be located in the state of incorporation, verifies the name’s availability.
3. Consider the type of business entity: The business entity type, such as C-Corporation, LLC, or S-Corporation, has implications on your business name. For example, certain entities like S-Corporations have ownership restrictions impacting name choices.
4. Comply with state regulations: Comply with the specific business name regulations of your incorporation state. This includes adherence to processes such as reservations, filings, and other state-mandated procedures.

Step 3: Select Your Registration State

Selecting an appropriate state for registering your business is essential, as it has significant implications for taxes, legal compliance, and business operations. Delaware is a prime option, celebrated for its supportive business ecosystem. Other states to consider include Wyoming and Nevada, each offering unique advantages for businesses.
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

The selection of a registered agent is a pivotal step for your U.S.-based business, as they are entrusted with receiving all legal and official business correspondences.

Key Aspects to Bear in Mind:

1. Physical Address: The agent should possess a real street address in your business’s registration state, not just a P.O. box.
2. Availability: They need to be accessible during usual business hours for document reception.
3. Compliance Expertise: Choose an agent who is an expert in your state’s specific business rules and regulations.
4. National Presence: For a business operating or planning to operate in various states, a registered agent with a nationwide service is beneficial.
5. Reputation: Opt for an agent with a strong reputation for reliability and efficiency.
6. Additional Services: Some agents might also offer support with business formation and necessary document submissions.
7. Fees: It’s important to understand the agent’s fee structure, ensuring it is flat and free from undisclosed 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 is an efficient way to register your business with a distinguished address, avoiding the overheads linked with a physical office. Norway business owners registering a company in the USA can greatly benefit from a virtual office. It ensures a professional business address and comes with an array of supplementary services.

Interested in Assistance for Your Serviced Office Setup?

In addition to our registered agent services, we specialize in offering serviced offices, designed to support businesses of all kinds.

Step 7: Get an EIN From the IRS

Obtaining a Federal Employer Identification Number is a fundamental step for legitimizing your business in the United States. Issued by the IRS, this nine-digit number is essential for tax purposes and various other business functions.

For acquiring an EIN for your company from outside the US, there are two main approaches:

1. Apply for an EIN: You can apply for an EIN from the IRS after your company is incorporated. This unique identifier is vital for tax-related and other business matters.
2. Use a Registered Agent: Some registered agents can help obtain an EIN as part of the company registration process. These agents are responsible for handling legal and official documents and can sometimes streamline the EIN application.

Following the acquisition of your EIN, the next essential step is registering your company with FinCEN BOI in compliance with the latest regulations.

Register the company and beneficial owners with FinCEN BOI

For company registration in the USA, complying with the Beneficial Ownership Information (BOI) reporting standards set by the Financial Crimes Enforcement Network (FinCEN) is essential. As per the Corporate Transparency Act, companies are required to report detailed information about their ultimate beneficial owners or those in control.

Key Steps for FinCEN BOI Compliance:

Reporting Deadlines and Requirements

– Companies in operation or registered prior to January 1, 2024, must complete their inaugural BOI report by January 1, 2025.
– There’s a one-year filing window for existing companies, in contrast to the 90-day deadline for companies newly created or registered.
– The required information for each beneficial owner includes their name, date of birth, address, and passport number in the BOI report.

Reporting Process and Frequency

– Implementing systems for the efficient collection, submission, and security of BOI data is crucial for companies reporting to FinCEN.
– Unlike annual tasks, BOI reporting is a one-off process, with further submissions only required for updates or corrections.
– FinCEN initiated the acceptance of BOI reports starting January 1, 2024.

Compliance and Fraud Protection

– Maintain vigilance against potential fraudulent attempts. Be aware that FinCEN does not initiate contact without a reason, so ignore unsolicited requests and do not click on links in those messages.

Step 8: Open a US Bank Account Remotely

Having successfully registered your company, the crucial next step is to proceed with opening a bank 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.
With our connections to four US banks, we can expedite your account opening to within 5 days, significantly faster than the standard duration. For more details, please see our page or arrange a free consultation to discuss how we can assist you.

Step 9: Open A Merchant Account To Accept Credit Cards

For companies from Norway embarking on registration in the USA, setting up a merchant account is an essential step. This business account is central to managing credit card payments, allowing for the efficient processing and acceptance of such transactions.

Requirements for opening a Merchant Account:

– Completing an application form with detailed business information, including but not limited to your business license, proof of a business bank account, and an EIN.
– History of both business and personal credit.
– Your business’s Certificate of Incorporation.
– The Articles or Memorandum of Association for your business.
– Details from the Shareholder registry.

In addition, personal information about the business owner may be needed:

– Your name in full.
– Your address of residence.
– Your ITIN (though this is optional).

This step is crucial as part of the credit check conducted by the merchant account provider, which is standard in the underwriting process, although not all providers continue to require this.

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

When establishing a business in the US from Norway, 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 Norway:

1. Norwegian Regulations: In Norway, the regulations for receiving money involve compliance with financial laws to ensure transparency and prevent illegal activities like money laundering. Financial institutions in Norway are required to adhere to regulations set by the government to safeguard consumers and maintain the integrity of the financial system.
2. Methods for Transferring Funds from Norway: Transferring funds from Norway can be done through various channels such as banks, money transfer services, or online platforms. Individuals can send money internationally by providing necessary documentation, including proof of identity and the purpose of the transfer, to comply with regulatory requirements and ensure a smooth transaction process.
3. Taxation: Depending on the nature of the funds received, there could be tax obligations that need to be fulfilled according to Norwegian tax laws.

Transferring Profits to a Lower Tax Jurisdiction

1. Tax Implications Assessment: When shifting profits to a lower tax jurisdiction, it’s important to understand the tax implications both in the source country and the destination. Countries with 0% corporate tax rates like the Bahamas, Bermuda, and the Cayman Islands are popular choices for such offshore investments.
2. Insights into US Tax Policies: Comprehend the incentives provided by the US tax system for moving profits offshore to low-tax jurisdictions, keeping in mind the broader landscape of international tax laws and agreements.

Limitations and Regulations

1. Repatriation Limits: Norway doesn’t impose specific limits on repatriating funds to the U.S. However, individuals should be aware of any restrictions or reporting requirements imposed by their bank or financial institution.
2. Tax Implications: Transferring money from Norway to the U.S. typically doesn’t incur taxes on the transfer itself.

Setting Up Transfers

Payment Methods: Various payment methods are available for sending money from the U.S. to Norway, including bank wire transfers, online money transfer services, and international payment platforms.

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

An Individual Taxpayer Identification Number (ITIN), issued by the IRS, serves those who need a taxpayer ID in the U.S. but are not eligible for a Social Security number. When individuals from Norway are establishing a company in the U.S., getting an ITIN can assist in streamlining banking activities and in cultivating a credit history for both the individual and the business.

Nevertheless, it’s crucial to remember that having an ITIN is not a requirement for initiating a business in the U.S.

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

Deciding on the most suitable state for setting up a company in the USA involves considering aspects such as incorporation expenses, the state’s regulatory environment, and specific business advantages each offers.

Below is a summary of the tax regimes in the top 5 states chosen for business incorporation:

StateCost to IncorporateAnnual Franchise Tax
New Mexico$50$0

Requirements to Register a Company in the USA for Norwegian Citizens

When initiating the process of company registration in the United States, these steps are critical and should be at the top of your checklist.

– Directors are required to be a minimum of 18 years old (alternatively, have a parental representative) and must have valid passports.

Frequently Asked Questions

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

Traveling to the US is not a prerequisite for registering a company, as the entire procedure has transitioned to an online format. This convenient approach means that no physical presence is required from any of the business owners or representatives. Simply scan, self-attest, and upload the necessary documents through a dedicated online registration portal.

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

A Certificate of Authentication, while not required for the registration of a company in the USA from Norway, can be valuable for certain specific business needs. This may include opening a bank account in Norway or serving as evidence of a US-based company. It’s an optional document but can be important in certain contexts.

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 Norway or provide evidence of your U.S. company.

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

To begin, ensure that your documents are translated into English by an accredited translator if they’re not already in English. Following this, have them legalized by a notary public.

The next step is to have your paperwork apostilled. In Norway, it is the county governor can apply an apostille to documents.

Upon completion of these steps, your documents will be valid in the United States.

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 Norwegian Entrepreneurs

Registering and initiating a company in the USA from Norway is a multifaceted journey. In this 2024 guide, we provide a thorough outline that includes everything from choosing an appropriate business structure to setting up bank accounts.

Norwegian entrepreneurs can successfully traverse this route with strategic planning and the help of a reliable registered agent, who will assist with the legal aspects and the process of state registration.

We at Valis are ready to help. Contact us for a free, no-commitment consultation to discuss any questions you have about the information provided and to learn how you can get registered in just a few days.

Book Your 30 Minute Free Consultation.

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