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Opening a Delaware Corporation: an Incorporation Guide for Foreigners

myeverwrite.com

31–40 of 44 posts

Re: Opening a Delaware Corporation: an Incorporation Guide for Foreigners

#31

Going on a tangent, what are the primary reasons people incorporate in Delaware as opposed to say Nevada or Wyoming? Is it mainly because more lawyers nationwide are more familiar with Delaware laws?

No its about trying to pay less tax. It will cost more in fees etc.

If I understood you correctly, I don't believe either Nevada or Wyoming have state income tax. Though in the case of Nevada, given its state deficit, this may or may not change in the future.

Re: Opening a Delaware Corporation: an Incorporation Guide for Foreigners

#32

Going on a tangent, what are the primary reasons people incorporate in Delaware as opposed to say Nevada or Wyoming? Is it mainly because more lawyers nationwide are more familiar with Delaware laws?

Note that the company being written about in the article is not based in the US, so their situation is different from that of most people incorporating a US company.

For most small companies in the US, the number one reason they pick Delaware is simple: fashion. They see that's where a lot of big companies incorporate, so they want to be there too. For the vast majority of businesses there is no real advantage over incorporating in their own state, and the latter is usually more convenient and often cheaper.

Delaware has some very favorable laws for banks, which is a big reason they are often there. They also have a court system that handles corporate matters in separate equity courts instead of through the regular jury-based courts. This streamlines complex litigation and gets you judges experiences in such matters. This can be a real advantage if you are the kind of company that is expecting complicated issues relating to shareholders or corporate governance, which is why many large public companies incorporate there.

Some prominent examples of big public companies NOT incorporated in Delaware are Apple (California) and Microsoft (Washington). (Microsoft has bounced around--they incorporated in Washington in 1981, then reincorporated in Delaware in 1986 and then reincorporated back in Washington in 1993 where they have stayed).

Nevada is popular for many small companies because it has good protections on privacy if you want to keep your name out of the public record associated with your company.

Re: Opening a Delaware Corporation: an Incorporation Guide for Foreigners

#33

Earlier quoted context omitted.

No its about trying to pay less tax. It will cost more in fees etc.

If I understood you correctly, I don't believe either Nevada or Wyoming have state income tax. Though in the case of Nevada, given its state deficit, this may or may not change in the future.

No its the corporation tax for firms not actually operating there but that are Delaware registered. Income tax depends on where you earn it.

Re: Opening a Delaware Corporation: an Incorporation Guide for Foreigners

#34

Note: $2K is about $750 too high. (Hell, I think the whole thing is way high for what is a cut and paste exercise to a junior lawyer. I think this industry is ripe for a startup to make a boilerplate, perhaps open-source.)

I don't think so. The lawyer helped us a lot with incorporation, TOS, Stock options, so we spent U$2k. This is not directly related to incorporation, but we did some of this stuff in the same pack. Will clarify on the next post.

> The lawyer helped us a lot with incorporation, TOS, Stock options,

I was guessing that's true; it's pretty standard for a lot of people.

Re: Opening a Delaware Corporation: an Incorporation Guide for Foreigners

#35

Thanks for sharing. As far as I know there is no double tax treaty between Brazil and the US. Does this mean you will have to pay income tax twice? Also very interested to know how did you get a US bank account. As far as I know it is not possible to do it remotely since Patriot Act has been passed.

The US doesnt have any double tax treaties. If you are Brazil resident, but have US income you may well be double taxed if you are employed in the US. If you are not Brazil resident then Brazil wont tax you. Only the US taxes non resident citizens I think.

The US doesnt have any double tax treaties.

That's not true. http://www.irs.gov/pub/irs-trty/

Re: Opening a Delaware Corporation: an Incorporation Guide for Foreigners

#36

Going on a tangent, what are the primary reasons people incorporate in Delaware as opposed to say Nevada or Wyoming? Is it mainly because more lawyers nationwide are more familiar with Delaware laws?

Delaware is a the most common place for incorporation mostly because they have by far the most legal precedent. This reduces legal uncertainties. This also means that, in general, corporate lawyers are familiar with Delaware codes w.r.t. incorporation.

Re: Opening a Delaware Corporation: an Incorporation Guide for Foreigners

#37
It seems that this post may have been artificially upvoted by the author of this post.

The oldest comments are all at the bottom and are short, trivial and grayed out comments. One of those comments appears to be legit and another appears to be from a fellow Brazilian entrepreneur. However the rest are suspect.

The submitter/author of the post created his account 23 days ago.

The following accounts were all created 22 and 23 days ago and have only commented on everwrite related posts.

http://news.ycombinator.com/user?id=mateusbicalho http://news.ycombinator.com/user?id=bgrossi http://news.ycombinator.com/user?id=lucasarruda

These accounts were created shortly after this was submitted and have only posted on this submission with the same short, positive comments.

http://news.ycombinator.com/user?id=jpresende http://news.ycombinator.com/user?id=eusouomatt

These all do have real name formats, so perhaps these are all employees of everwrite and were asked to come vote this up? I'm not sure what the official rules are here, but it certainly leaves a bad taste in the mouth to send five associates here to vote this up and comment on the article in the early stages of the post, where five upvotes likely makes a large difference. And if it's straight up sock puppeting, it's simply unacceptable.

EDIT: I take back that one of the early comments seems legit, this account http://news.ycombinator.com/user?id=lucianot is also associated with everwrite in some way. http://twitter.com/#!/lucianot/status/114152173767639042

I hate to be the one who makes the drama, but the whole thing seems disingenuous to make all these fluff comments without disclosure and is not beneficial for the community. Imagine if a company with 2000 employees sent an army this way!

Re: Opening a Delaware Corporation: an Incorporation Guide for Foreigners

#38
post #7

On a similar vain we are thinking of incorporating in the US but we will also need a bank account there. Anyone know what the procedure/requirements would be for this?

You need a corporate resolution authorizing you to perform financial actions on behalf of the company, and this needs signed by officers of the company (which may also be you) and stamped with the company seal. There are plenty of examples online.

Take this, along with copies of your articles of incorporation and government issued photo id, to a bank of your choice and you're all set. To speed things up you may want to call ahead and make an appointment with whoever deals with new business accounts at the branch.

Re: Opening a Delaware Corporation: an Incorporation Guide for Foreigners

#39

It seems that this post may have been artificially upvoted by the author of this post. The oldest comments are all at the bottom and are short, trivial and grayed out comments. One of those comments appears to be legit and another appears to be from a fellow Brazilian entrepreneur. However the rest are suspect. The submitter/author of the post created his account 23 days ago. The following accounts were all created 2…

Going to all this trouble to create accounts and upvote, then making empty blogspam-like comments... seems like a waste.

Re: Opening a Delaware Corporation: an Incorporation Guide for Foreigners

#40

It seems that this post may have been artificially upvoted by the author of this post. The oldest comments are all at the bottom and are short, trivial and grayed out comments. One of those comments appears to be legit and another appears to be from a fellow Brazilian entrepreneur. However the rest are suspect. The submitter/author of the post created his account 23 days ago. The following accounts were all created 2…

We shared the post with some friends, that's for sure. But everybody seems to have liked it. ain't that a good post? We thought that by writing about our incorporation adventures we would be giving back to the community. Sorry if you didn't like it, unfortunately we can't please everybody.
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