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

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Stepping into the realm of registering and launching a business in the USA from Spain 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 Spanish entrepreneurs looking to learn how to register and start a company in the USA from Spain. 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 Spain 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 Spain:

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 Spain.
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 Spain:

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 Spain 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.
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 is an efficient way to register your business with a distinguished address, avoiding the overheads linked with a physical office. Spain 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 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 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.
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

For companies from Spain 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 Spain, 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 Spain:

1. Spanish Regulations: In Spain, regulations for getting your money involve various aspects such as identification requirements, transaction limits, and potential fees. To access your funds, you typically need to provide valid identification documents like a passport or ID card.
2. Methods for Transferring Funds from Spain: Transferring funds from Spain can be done through different methods like bank transfers, online payment platforms, or international wire transfers.
3. Taxation: When getting your money from Spain, tax implications may vary depending on the source of income and your residency status. Income earned in Spain is typically subject to taxation, and non-residents might be subject to different tax rates compared to residents.

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: Individuals in Spain can send up to €1,000 or its equivalent in another currency per transaction without needing to declare it.
2. Tax Implications: When sending money from Spain to the U.S., there are typically no taxes imposed on the transfer itself.

Setting Up Transfers

Payment Methods: There are several methods to send money from the U.S. to Spain, including bank transfers, online money transfer services, and international wire transfers.

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 Spain, 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?

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 Spanish 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 Spain, can be valuable for certain specific business needs. This may include opening a bank account in Spain 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?

When you need to get an Apostille, which is a recognized form of verification under the Hague Convention, there are multiple avenues to explore. You can start the process through your Registered Agent, the Secretary of State’s office, or other authorized bodies like U.S. federal court clerks or the U.S. Department of State Office of Authentications.

This step becomes vital, particularly if you’re planning to open a bank account in Spain or provide paperwork for your U.S. company.

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

Firstly, have them translated into English by a certified translator if they’re not already in English. The next step is to have them notarized by a notary public.

After this, your documents need to be apostilled by the Spanish Ministry of Foreign Affairs. Once these steps are complete, your documents will be legally recognized 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 Spanish Entrepreneurs

Registering and starting a company in the USA from Spain 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 Spanish 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.