Archive for International

You *Don’t* Need an ITIN to Bring Your Company to the US

Logo of the Internal Revenue Service, which issues the ITINI recently have received several inquiries about whether a foreign company or its owners need an ITIN (Individual Taxpayer Identification Number) when they bring their business to the US. The answer is, “No.” The rest of this post explains why that is the case.

When a company wants to do business in the US, it needs an EIN (Employer Identification Number).

For a foreign or foreign-owned company, obtaining an EIN can be intimidating. This is especially true if the principal officer lacks a US social security number. (The EIN cannot be obtained quickly and easily online.)

Read more

Pitch Coaches Teach How to Sell in the US

Logo of WSJ.com, which ran an article about pitch coachesIn a recent article (Foreign Entrepreneurs Learn Art of the American Pitch), the Wall Street Journal discussed the role of “pitch coaches” who help foreign entrepreneurs promote themselves in the US. While the article focused primarily on pitches to investors, it applies to selling one’s business to clients and colleagues, as well.

The thrust of the article is that selling in the US is different from selling in other countries. In my work with international clients, I have seen the same thing.

Here are some of the ways that pitch coaches say pitches need to be tailored to work best in the US.

What is an Inc. and Why Should I Want One?

Logo for Inc

Frequently, an international prospect or client will tell me that he wants to create an Inc. to run his business in the in the United States. This post explains what an “Inc.” is and where the term comes from.

History and Other Countries

For centuries, in the interest of fostering economic activity, governments have recognized certain types of businesses as separate legal entities. Investors’ liability is limited to the amount invested (“limited personal liability”). Investors’ other assets, beyond the amount invested, may not be taken to satisfy the business’s debts or other obligations.

Read more

A. T. Kearney: US Seen as Best for Foreign Direct Investment

Logo for AT Kearney, which publisheds study about foreign direct investment

Last week, global management consulting firm A.T. Kearney released its 2013 Foreign Direct Investment Confidence Index. The major surprise: For the first time in more than a decade, senior executives in large companies chose the US as the most favorable place to make foreign direct investment (FDI).

According to Kearney, the US rose to the top for the following reasons:

  • After downturn-induced cutbacks, companies are investing in productivity-enhancing tools and equipment.
  • The dollar has weakened, while wages in developing countries have risen.
  • Most notably, China slipped to second place because increasing labor costs raise questions about the long-term attractiveness of China’s development model.

Read more

The Definition of Director May Depend on the Context

California Secretary of State logo

While working with one of my international clients several months ago, I re-learned a lesson that I already knew: The meaning of a word (in this case, the definition of Director) may depend on the context.

The client is located in Vietnam and wanted to open a branch office in the Bay Area. It would be “doing business” in California, so it needed to qualify as a foreign corporation.

I duly prepared a Statement and Designation by Foreign Corporation and had it signed by the client’s most senior officer. That officer’s title, translated as “Director,” was entered onto the form.

Read more

Which is Best – “Inc.”, “Corp.” or Something Else?

Logo for Quora, the source for a question about Inc. and Corp.

This post is based on and expands?an answer I provided on Quora. Q. Which company suffix to choose: “Inc.”, “Corp.”, etc? What are the criteria?

Many states – notably including Delaware (General Corporation Law Section 102(a)(1)) but, under most circumstances, excluding California – require that the name of a corporation include a word or abbreviation designating corporate status. Those that are used commonly include Corporation (Corp.), Incorporated (Inc.) and Limited (Ltd.).

The choice is totally a matter of style. This is more a marketing issue than a legal issue.

In my experience, “Inc.” is most popular – typically without a preceding comma, nowadays, for a cleaner look. Indeed, most of my foreign clients say “an Inc.” when they mean “a corporation”!

Dana H. Shultz, Attorney at Law? +1 510 547-0545? dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.

In 2 USA NOW ?

In 2 USA NOW logo

During the past few years, I have helped several dozen foreign clients bring their businesses to the US. (Please see this blog’s Foreign Countries page.) One of the keys to my success has been my fellow members of In 2 USA NOW ? (formerly US Launch Advisors).

In 2 USA NOW ? helps technology companies overcome obstacles to entering the US market. Using a proven approach, our Silicon Valley experts provide services to ensure successful, rapid entry to the US market.

No individual can accumulate the expertise and experience necessary to meet all the needs of companies transitioning their businesses to the US. In 2 USA NOW ? members, through mutual referrals, assemble the necessary skill base to meet client requirements in the most timely and cost-effective fashion possible.

Dana H. Shultz, Attorney at Law? +1 510 547-0545? dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.

Help – I Lost My SSN!

Seal of the Social Security Administration, which gives out each social security number ( SSN )

One of my foreign clients received a social security number as a child when he and his parents lived in the US for a year. Unfortunately, he could not find his SSN – which would help him obtain an Employer Identification Number for the corporation I was forming. (See Foreign Company Alert: Obtaining an EIN may be your Biggest Challenge in the U.S.)

He asked whether I could help him retrieve his SSN. Here is what I found.

Read more

How Can I Enter a Non-US Address on the Statement of Information Form?

Avvo logo

This post is adapted from an Avvo question that I answered. The questioner was having trouble figuring out how to enter foreign addresses in the Statement of Information form that California corporations file with the Secretary of State each year.

Q. I need to file Form SI-200 for a California corporation. The officers are foreign persons living outside of the US, but the form does not have a field for country. How can I solve this Problem?

Read more

What is a Branch Office?

Picture of tree branches in front of an office building, symbolizing a branch office

Generally, when a foreign client starts a new business in the U.S., we form a new corporation for both business and legal reasons. Recently, however, I had an interesting experience helping a foreign client set up a branch office without forming a new legal entity.

The client acknowledged the benefits of a new corporation. However, procedural issues for the client (located in Southeast Asia), would result in the necessary approvals taking too long. As a result, the client asked that I first provide help setting up a branch office in Silicon Valley. That branch office later would be used by a new California corporation that we would form.

Read more