créer société offshore usa

Creation of an offshore company in the USA: which status to choose?

A business creation project in the USA in sight? We guide you in choosing the legal status suited to your company. Discover all the information you need to know for launching your offshore activity.

Creation of an offshore company in the United States: the LLC

The LLC particularly appeals to entrepreneurs who wish to launch their business in the United States of America. This corporate form in fact confers multiple advantages on a tax and structural level. Overview !

What is an LLC?

The LLC or Liability Limited Company is the equivalent of a limited liability company in the USA. If this social form was initially adopted in New York, it is now used throughout the United States. In particular, it covers more than 80% of American companies. Many advantages lead companies to choose this legal structure when creation of their business. The LLC refers in particular to a hybrid structure. In other words, it presents a double essential advantage for the company and for its members. On the one hand, they benefit from the personal liability protection of a corporation. This excludes personal property when recovering a debt. On the other hand, the company benefits from a attractive tax advantage. It is not directly taxable. Only members’ income is subject to tax.

What are the advantages of an LLC?

Personal protections, tax and financial advantages… Here are the main advantages of an LLC:

  • there limited liability company form protects the personal assets of the partners and managers of the company against possible litigation and debts,
  • direct taxation reduces the tax system to a single level, unlike what happens in Corporations,
  • members of the LLC can offset business losses against theincome tax that they are required to pay,
  • members enjoy flexibility regarding profit allocation, tax structure and management structures.

Due to high structural stability of the LLC, this attracts many investors. Additionally, there are no restrictions on membership in this type of society. Individuals, business entities, residents or foreigners can become members of an LLC company.

How to create an LLC?

Lopening an offshore company in the United States of America goes through certain specific steps: before you start, find out how to create an LLC in the USA in order to know its main characteristics. For example:

  • obtain a telephone number in the USA,
  • create an address in the USA,
  • complete a USPS Form 1583,
  • register the LLC under an available name,
  • obtain an international EIN and a Certificate of Good Standing,
  • open a bank account,
  • carry out maintenance of the LLC,
  • report the income recorded by the LLC.

Carrying out each of these steps according to the rules of the art guarantees legal certainty of your company.

LLC creation

The C-Corporation to create your business in the States

There C-Corporation has long been popular with entrepreneurs who wish to create a company in the USA. It is of particular interest to large-scale companies, particularly those which make a monthly profit of around ten million dollars.

What is a C-Corp?

This status generally corresponds to the SA regime in France. He hires a limited liability of owners. The C-Corp regime distinctly separates company management and shareholder ownership. It offers them great security in relation to their investment. In fact, the maximum loss that they can possibly encounter is limited to the rate of their contribution to the capital.

The C-Corp offers a flexible structure allowing several natural and legal persons to be the owners. These hold shares of different classes in the company. As a result, they each benefit from different rights, particularly in relation to voting. Shareholders elect a board of directors at their annual meeting. This body will be responsible for decision-making within the C-Corp company. He will assign a function to each member in order to implement their decisions regarding current affairs.

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What are the advantages of a C-Corp?

If C-Corp status proves to be more or less demanding, it also offers numerous advantages:

  • the company can sell its shares to investors, thus maximizing the profit of its shareholders,
  • creditors are more open to loans due to the structural stability of the entity,
  • limited liability avoids being held responsible for the company’s debts,
  • the scheme does not require any publication obligation,
  • the company can possibly reduce its expenses as a tax deduction.

The C-Corporation is especially popular for its social and fiscal advantages. The tax rate applied to the company is notably lower than the personal income tax rate. It is applied up to the first $75,000 of income.

How to create a C-Corporation?

It is first necessary to determine the State in which the company will be established. Generally, it must house the headquarters. Be careful not to establish the company in a State under the sole condition that it offers a tax system less heavy.

To create your C-Corp company, you need:

  • choose a name for the company, ensuring that it is valid,
  • appoint the directors of the company,
  • complete the registration documents, called “ Articles of Incorporationn” to the “Secretary of State”,
  • pay the registration fee, the amount of which varies from $100 to $800,
  • obtain a tax registration number for your company,
  • define regulations within the C-Corp,
  • draft a shareholders’ agreement to manage disputes in the future.

We advise you to request a firm specializing in business creation to support you in all the steps.

USA business creation

LLC or C-Corp: which one to choose to create your business in the USA?

The LLC and C-Corp plans each offer specific benefits. If you wish to create a company with fewer than 75 shareholders, the C-Corporation is perfect. It also offers you considerable tax advantages. It is nevertheless necessary to understand the risks linked to the taxation system, which is independent of distribution. By respecting the legal obligations linked to this type of business, you will be able to generate attractive profits. Your business can quickly become profitable and attract many investors.

It should be noted that the number of shareholders of a C-Corporation type company is generally limited to 100. These shareholders must be natural persons. In other words, this legal status does not make it possible to create a large-scale structure, unlike the LLC. The latter does not allude to any membership limitations. All natural and legal persons can become shareholders, without number constraints. It is then more judicious to opt for the LLC if you want to quickly develop your business. In addition, this is more interesting compared to the flexibility of operation and management of the company.

United States: other legal statuses for a company

If the LLC and the C-Corporation constitute the most popular statuses in the USA, there are howeverother forms of company. Among these, we find:

  • the S-Corporation, distinguished from the C-Corporation by its tax regime, and which is only taxed once,
  • the Partnership, which translates into the partnership of persons, knowing that the latter contribute to the share capital by a contribution in cash or in kind,
  • the Limited Partnership, which represents the equivalent of the SCS in France, or more simply the combination of the SNC and SARL structure,
  • Sole Proprietorship, which is particularly suitable for entrepreneurs wishing to manage activities alone.

It is good to note that certain legal forms are reserved for residents of the USA. They do not allow foreigners to create a company on American territory.

In conclusion, to create your business in the USA, you mainly have the choice between LLC and C-Corporation status. These two plans are the most common in the United States because of the benefits they offer. Both are particularly interesting, both fiscally and structurally. They differ mainly in terms of shareholder contribution.