Business structure in the U.S.A.
Incorporating a foreign company
Branch of a foreign company without its own legal personality.
It has certain operating limitations. It must be a newly incorporated company and not the parent company, otherwise the worldwide assets of the parent company would be exposed to U.S. taxation. It must keep suitable books and records to clearly show the tax income of the branch
It is advisable to seek the advice and support of a local lawyer
Joint Venture with a partner providing in-depth knowledge of the local market or a well-established contacts network is a usual means of access for foreign companies.
Incorporating an American business
Subject to the laws of the state in which this is established.
There are three main types of companies:
The simplest form of company: The owner/entrepreneur and their business are the same legal entity and personality, liable for all the company’s obligations.
When 2 or more individuals are the owners of the business
Liability in respect of the business may be limited or unlimited.
This is a legal entity independent from its shareholders. There are several forms depending on the capital paid up or its obligations and/or tax advantages. These are split into:
- CORPORATION C
similar to a Spanish S.A. or PLC corporation, paying taxes on the corporate level and its shareholders do not need to be U.S. citizens or residents.
- CORPORATION S
similar to a Spanish S.A. or PLC corporation, but does not pay taxes on the corporate level. This is a pass-through.
- GENERAL PARTNERSHIP
similar to a Spanish sociedad colectiva.
- LIMITED PARTNERSHIP
Similar to a sociedad comanditaria.
- LIMITED LIABILITY COMPANY (LLC)
similar to a Spanish sociedad de responsabilidad limitada.