This guide is your compass, tailored for Swiss entrepreneurs eager to understand the process of registering and starting a company in the USA from Switzerland. Join us as we navigate through the legal, financial, and operational details to smooth your path to success.
Register and Start your business in the USA
Step 1: Choose between LLC and C-Corp
Register LLC in the USA from Switzerland:
2. Ownership: LLCs in the U.S. offer unrestricted ownership opportunities. Members can include non-U.S. citizens, non-resident aliens, or companies, both domestic and international, offering a versatile choice for individuals or businesses from Switzerland.
3. Management: The management of an LLC is highly adaptable, granting owners the liberty to specify their roles and operations without strict formal structures. An LLC operates effectively as a limited liability Sole Proprietorship (single owner) or Partnership (multiple owners), providing simplified management and ownership.
4. Compliance: LLCs often have less stringent compliance and formalities, leading to potential savings in legal and accounting expenditures. This aspect is particularly beneficial for smaller businesses, which might not have ample resources for elaborate record-keeping and regular reporting.
Register C-Corp in the USA from Switzerland:
1. Raising Capital: For businesses aiming to draw in venture capital or considering an IPO in the future, C-Corps are often the preferred choice for investors. They offer varied stock options, which are attractive to those seeking equity stakes.
2. Desire for Structure: Some companies might lean towards the formalized structure of a C-Corp, with its board of directors and specific officer roles. This structure boosts credibility and provides a clear organizational hierarchy, especially for larger companies.
3. Employee Benefits: C-Corps are ideal for businesses in Switzerland looking to offer extensive benefits to a significant workforce. They are adept at managing various benefits, crucial for attracting and keeping skilled employees, such as:
– Stock Options: C-Corps can grant employees the opportunity to purchase company shares at a predetermined price, involving them in the company’s growth.
– Tax Advantages: With certain tax advantages on employee benefits, like the ability to write off these costs, C-Corps can be financially advantageous for both the company and its employees.
To sum up, while LLCs may cater to the needs of entrepreneurs with their tax, ownership, and compliance perks, C-Corps stand out for capital raising and structured expansion. Choosing the right entity in the U.S. demands thoughtful deliberation.
Step 2: Pick a Name and a Corporate Ending
1. Choose a unique business name: Ensure your business name is distinctive and not already utilized in the state of your intended registration. Availability can be confirmed through the state’s Secretary of State website.
2. Check for name availability: Have your registered agent, who should have a valid physical address in your registration state, confirm the availability of your proposed name.
3. Consider the type of business entity: Your choice of business entity, like a C-Corporation, LLC, or S-Corporation, influences your company’s name. Note that some entities, like S-Corporations, have ownership restrictions that might affect suitability.
4. Comply with state regulations: Adhere to the specific naming regulations of the state where you’re registering. This includes meeting state-specific requirements for reservations, filings, and any other relevant state procedures.
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
Key Points to Consider:
1. Physical Address: Your registered agent must have a real street address in the state of your business registration; a P.O. box won’t suffice.
2. Availability: They should be consistently available during standard business hours for receiving important documents.
3. Compliance Expertise: Opt for an agent well-versed in your state’s business compliance laws and regulations.
4. National Presence: For businesses active or expanding in multiple states, consider a registered agent service with a national footprint.
5. Reputation: Select a registered agent known for reliable and efficient service.
6. Additional Services: Some agents might provide added services like help with business formation and document filing.
7. Fees: Ensure their fee structure is clear, flat-rate, and free of hidden expenses.
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)
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
There are two primary ways to obtain an EIN for your company from outside the US:
1. Apply for an EIN: Post the incorporation of your company, you can apply directly to the IRS for an EIN. This unique nine-digit identifier is essential for tax identification and other business operations.
2. Use a Registered Agent: Some registered agents offer help with acquiring an EIN during the company registration process. Besides handling legal and official documents, these agents can sometimes facilitate the EIN application.
After obtaining your EIN, the next important step is to register your company with FinCEN BOI, ensuring compliance with the latest laws and regulations.
Register the company and beneficial owners with FinCEN BOI
Key Aspects for Registering with FinCEN BOI:
Reporting Deadlines and Requirements
– 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
– 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
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:
– 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
Getting Your Money from Switzerland:
2. Methods for Transferring Funds from Switzerland: To transfer funds from Switzerland abroad, you have various options including using Swiss banks, mobile banks, or specialist brokers. While traditional banks offer secure transfers, they can be more costly due to high admin fees and less favorable exchange rates.
3. Taxation: While there are no specific laws limiting the amount you can send abroad, transfers over USD 10,000 will trigger reporting obligations.
Transferring Profits to a Lower Tax Jurisdiction
2. Understanding US Taxation: Gain a clear understanding of how the US tax system interacts with international tax laws and agreements, particularly when it comes to incentivizing the offshoring of profits to low-tax areas.
Limitations and Regulations
2. Tax Implications: When sending money from Switzerland to the U.S., tax implications primarily depend on the nature of the funds being transferred. There are generally no taxes imposed by Switzerland for personal transfers.
Setting Up Transfers
Step 11: Get an ITIN from IRS for Banking and Credit (optional step)
However, it’s essential to understand that an ITIN is not a prerequisite for starting a business in the U.S.
What are the Costs and Registration Fees for Incorporating a Company in the USA?
Below is a summary of the tax regimes in the top 5 states chosen for business 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 Swiss Citizens
– 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?
What is a Certificate of Authentication and when is it required?
How can I obtain an Apostille for my US documents?
This process becomes invaluable when you’re looking to set up a bank account in Switzerland or provide evidence of your U.S. company.
What should I do to authenticate Swiss documents for use in the United States?
The next step is to have your paperwork apostilled by the Swiss 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 Swiss Entrepreneurs
Swiss entrepreneurs can effectively manage this journey with careful planning and the support of a knowledgeable registered agent, guiding you through the legal nuances and state-specific registration requirements.
We are here to assist you. Contact us for a complimentary, no-obligation consultation to address any queries about the provided information and how you can complete registration swiftly.
