Important Details for Owners of a US Company

What are stocks?

A stock is a security representing the ownership of a fraction of a corporation. The shareholders own a proportion of the company's assets and profits according to their amount of stocks.

How do I issue stock?

The issuance of stock must be accepted by the Board of Directors. The approval of the issuance depends on the majority at a meeting, or by unanimous written consent.

The potential shareholder must pay a value to the corporation for the stock. The company must act in accordance with the securities laws, providing the investors with information about the company, and the risks involved in the enterprise.

What is vesting and a vesting schedule?

Vesting is a schedule that defines when and how shares of your company will be distributed to members of your business.

A vesting schedule is an incentive program you can set up as the business owner to provide your co-founders or employees an opportunity to share in the success of your business with equity. For example, you can offer a percentage of the company to an employee as an incentive, but to provide security for yourself and to hold your employees accountable, you can use the vesting schedule to gradually gain percentage points over the vesting period that you define.

This is an important component of your business, so we recommend spending time doing research and learning more about what is best for your specific needs as a company.

What is an EIN?

The Employer Identification Number (EIN) identifies the company to complete its federal tax filings, and to open bank accounts.

The EIN is usually sent within ten days of signed forms submitting, if the company is foreign-owned. Firstbase.io works with the necessary institutions to retrieve the EIN. As previously mentioned, Firstbase.io will work to expedite EIN services to customers.

If one of the founders is a US resident, or a non-resident with a SSN or ITIN, Firstbase.io team will be able to obtain your EIN almost immediately.

As a foreign founder or owner, what are things unique to the United States that I need to do?

If the founder is a foreigner, he/she would need a registered agent who has the duty to receive official correspondence on behalf of the company. Firstbase.io has partnerships to facilitate all the necessary documentation and steps to legally and successfully form your entity. A registered agent is not a legal part of your entity, but they work more so as a way to communicate and represent your company in the United States. You can learn more about registered agents on our blog post here.

As a foreign-owned US-based entity, even if you do not pay taxes in the US in any given year, in most cases you will still need to file some simple tax forms. The Firstbase.io tax consultation that is included in the one-time fee can provide additional information if necessary.

What documentation should I maintain?

Keep in mind that organizing your paperwork is crucial for your business success. It keeps you on track and updated with the corporate regulations.

You must keep your business tax returns for auditing purposes. The Internal Revenue Service requires companies to keep their income tax returns for a minimum period of 3 years.

If you have employees, you must keep their job applicant information, employee records, and payroll tax records. This measure is important to prove that your business has been running according to the employment law, and non-discriminatory standards. You should keep those documents for at least 7 years.

Furthermore, hold your documents of incorporation and ownership.

The Internal Revenue Service understands that electronic records have the same value as the original papers.

Do I need to pay US taxes or file any tax forms?

If you don’t have any US-connected income

  • Generally, if the members or shareholders of a US company are foreigners and the entity doesn’t have any US-connected income , this company won’t have any tax liability in the US. Just selling products or services through your US company doesn’t make you subject to US taxes — even if you are selling to customers based in the US. In some instances, you may be liable to pay taxes in your home country on the income that you get from your US business. Please consult a local attorney in your home country.
  • Companies that do not have US tax liability for their LLC may need to complete yearly forms like the Form 5472 or 1120 to exchange basic information with the IRS. Please use our free tax consultation to clarify this information specifically for your business.
  • Example: If you are a B2B software company based in India selling a software subscription online with no full-time employees in the US, you may qualify as NOT having US-connected income.
  • If you are a foreign-owned US Company that has US-connected income
  • Examples of a “US-connected income” may include having full-time employees in the US, operating a warehouse, or having a physical location in one of the states. Generally, the source of income is the geographic location where the services are performed and where the income-producing asset is located. In this case, you might have to be liable to pay US taxes on a portion of your profits.

If you are a foreign-owned US Company that has US-connected income

  • C Corporations file a corporate tax return and pay corporate income tax on the company’s profit. The distributions to shareholders are also taxed at the shareholder level.
  • LLCs are more flexible than corporations when it comes to taxation. Because it doesn’t have its own tax classification with the IRS, LLCse can be classified in one of three ways: - Disregarded entity: the LLCs income and expenses pass through to the owners’ personal tax returns. The LLC tax form is Schedule C of that return.
  • C Corporation: File Form 8832

    LLCs are pass-through entities (the profits and losses transfer to the owners like a partnership) while corporations pay their own taxes. The LLC members do not need to fill a corporate tax return because they will pay on their personal taxes.

    New entrepreneurs usually know about the income federal tax, but almost every state has a corporate income tax. Also, depending on your business model, you may expect to pay property tax, excise tax, property tax, employment taxes, or self-employment taxes.

    We are not an accredited legal company, but our package includes one free tax consultation. Our legal partner will be able to assist your tax needs and provide specific advice based on the unique details and variables in your specific business.

What are the ongoing costs for my Company?

Wyoming

  • Registered agent fee after the first year is $49/year. Firstbase.io appoints a reliable agent for you within Wyoming.
  • Annual Report fee is normally $50 on the anniversary month
  • Choose a US-based mailbox that normally starts at $9.99/month. The first month is covered with the Firstbase.io fee to accept business mail, including your debit card and bank account information. In Wyoming, the address is included by your assigned registered agent.
  • Please note that you can stop using this mailbox after the first free month.

Delaware

  • Registered agent fee after the first year is $50/year. Firstbase.io appoints a reliable agent for you within Delaware.
  • Normally the franchise fee is a few hundred dollars a year. You can reference the “Where do I incorporate my business” section to read more about how to calculate the franchise fee in Delaware. You have two options depending on which method will yield the lowest fee. The registered agent can provide support in calculating this fee with you.
  • Choose a US-based mailbox that normally starts at $9.99/month. The first month is covered with the Firstbase.io fee to accept business mail, including your debit card and bank account information. Please note that you can stop using this mailbox after the first free month.

    The ongoing fees described above can be paid online with your corporate debit card provided by one of our banking partners.

    You can view this specific response and others in the Firstbase.io FAQ

The information contained on this guide, whether free or paid, is for educational and informational purposes only. The Company assumes no responsibility for errors or omissions in the contents of the guide. The information contained on this guide is not intended as, and shall not be understood or construed as, legal or tax advice. The information contained on this guide is not a substitute for legal advice from a licensed attorney who is aware of the facts and circumstances of your individual situation. We have done our best to ensure that the information provided on this guide is accurate, providing valuable information. Regardless of anything to the contrary, nothing available on or through this guide should be understood as a recommendation that you should not consult with an attorney to address your particular information. The Company expressly recommends that you seek advice from an attorney prior to taking any actions. Neither the Company nor any of its employees, owners, or contributors shall be held liable or responsible for any errors or omissions on this guide or for any damage you may suffer as a result of failing to seek competent legal advice from a licensed attorney who is familiar with your situation.

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