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  Establishing a company in the United States

We arrange for the establishment of your company in the United States and take you through the motions. The establishment of the company, for example a corporation, ensues within 48 hours. We would also gladly assist you with the formation of a partnership – a General Partnership (a general or ordinary partnership comparable with the OHG), a Limited Partnership, LP for short (a limited partnership comparable with the German KG), a Limited Liability Partnership, LPP for short (a partnership with limited liability, which constitutes a compromise between the German KG and GmbH) – or the establishment of a Limited Liability Company, LLC for short (companies with limited liability, comparable to the German GmbH to some extent).

In the case of business operations occurring exclusively outside the United States, a lump sum in taxation is incurred annually. This lump sum taxation is included in the annual management fee (see Prices).

Hints on the various legal structures:
American company law, which originally came about via jurisdiction, is now regulated statutorily to a large extent. Even so, a uniform company law does not exist in the United States. This area falls under the jurisdiction of every individual state. However, most states base their statutory provisions on a prototype that has been developed nationwide.

Joint partnerships is the widely used term under which the various business types – General Partnership, Limited Partnership, Limited Liability Partnership and Limited Liability Company – are consolidated. What they all have in common is that their existence is dependent on their members and that basically any business carried out, is conducted by the associates themselves.

Partnerships Zurück zum Seitenanfang

Partnerships differ from corporations, particularly with regard to liability and taxation. In principle, partners are liable for the liabilities incurred by the Partnership, while the liability of an associate of a corporation is limited to his investment in the corporation. The Partnership per se is not subject to tax. The Partnership’s profits are declared directly by the partners as their personal incomes. As a rule, a corporation’s profits are taxed as the company’s income. Any dividends and other payouts are taxed separately as private income received by the associates. Since no provision is made for dealing with allowances, Partnerships in the United States have a tax advantage over corporations.

General Partnerships - GP Zurück zum Seitenanfang

Partners belonging to a General Partnership assume the liabilities of the partnership with their entire fortunes. Through their actions, every partner entitles and binds the other partners at the same time. Not only are the members liable for their own contractual obligations, but they are also liable for the mistakes any of the other partners may make and the ensuing demands resulting from breach of contract or tort liability. By the same token, they vouch for damages that may arise from mistakes made by employees of the partnership. A partner is liable to the partnership’s creditors for the entirety of the partnership’s commitments, but as a rule where the internal relationship is concerned, can demand to be recompensed proportionately by the other partners.

Limited Partnerships - LP Zurück zum Seitenanfang

The legal framework of a Limited Partnership makes it possible for individual partners to participate in a partnership, however limiting their liability to their capital contribution. However, at least one partner must accept unlimited liability. As in the case of the German GmbH&Co.KG, the unlimited partner can also be an LLC or a corporation under United States law, so that the personal liability of the individual can be circumvented. The restricted liability partner cannot however make an appeal for limited liability if he is actively involved in the leadership and management of the partnership.

Limited Liability Partnerships - LLP Zurück zum Seitenanfang

The Limited Liability Partnership is another form of partnership and a relatively new type of business. In contrast to a General Partnership, in most states the partner of an LLP is liable for the wrongs of his associates and those of the partnership’s employees who are not under his supervision. In some states a partner even becomes liable if he knowingly fails to prevent or if he knowingly tolerates a tort liability by another partner. The extent of the limitation of liability varies considerably from state to state in the United States. Some exclude responsibility for tort liability only, while others include a “no bail-out from contractual liability” clause. Entrepreneurs should seek advice on the laws of the states they intend to establish their businesses in before deciding on a legal framework. What must be taken into account in an LP and in an LLP is that the partners must be treated like those of a General Partnership, if the businesses are not established in line with legal provisions. In this case, they lose their safeguard from liability.

Business Corporations – Inc., Corp., Ltd., Co. Zurück zum Seitenanfang

As a rule, Business Corporation associates can only be held liable for their investment into the business, or if this investment is still forthcoming, up to the amount that is still outstanding. Jurisdiction has however come up with some exceptions to this basic rule, which coincides with the legal position in Germany. The most significant examples of this are cases in which the corporation did not have any of its own assets right from the get go, or where it had become obvious that the corporation’s capital outlay was insufficient, and the associates thus passed the entire business risk on to their creditors. In cases like these, jurisdiction can call for transparency regarding the fortunes of the associates, which may mean that they become personally responsible for the corporation’s liabilities. This is called: Piercing the corporate veil.
The company associated with the corporation must be identifiable by business type. In addition to the identification Corporation” (Corp.) this could include Incorporated (Inc.), Limited (Ltd) or Company (Co). The Articles of Incorporation deed must be handed in at the relevant offices of the Secretary of State (a kind of register of companies) at a fee. He then issues a Certificate of Incorporation (establishment certificate), the granting of which does however not represent the constitutional establishment of the corporation. This already occurs when the Articles of Incorporation are filed. In an initial meeting that follows, a founding assembly of the board of directors and shareholders (stockholders and shareholders), many decisions have to be made. Here the first directors and officers of the corporation are named and the by-laws (rules of operation) are passed.
The seal, the Corporate Book (stock register) and a master copy of the deed must be accepted. Market analysts, tax consultants, a commercial bank and attorney must be stipulated. Registration for taxation purposes and the transfer of the business establishment costs must be arranged. The founders (in this case, US AG 24 Inc.), who will not be taking on any further roles within the business, retire from their positions. A record of the proceedings of the meeting must be compiled, i.e. the Minutes of the Initial Meeting. The entire launch process for your company in the United States will obviously be prepared for you by us within the framework for establishing a company, so that all you will need to do is provide the necessary signatures. This is what a company launch service should be all about. Unfortunately, it has come to our attention time and time again, that other service providers do not offer this, let alone consider it part and parcel of what they should be offering.

Closely Held Corporations – C-Corporation oder S-Corporation Zurück zum Seitenanfang

Even if what we are essentially being offered, is the establishing of a Business Corporation or an LLC in the American state of Florida, for the sake of doing a proper job, we would still like to go into the specific regulations that govern so-called Closely Held Corporations – in other words corporations that are run by a negligible number of associates. The pre-requisites for a corporation qualifying as a Closely Held Corporation differ from state to state. Generally they may have a maximum number of associates that may not be exceeded. This limit varies. The main advantage of a Closely Held Corporation is its simplified administrative regulations that allow its associates to run the company themselves without having to appoint a board of directors.

With regard to taxation, the United States differentiates between so-called C-Corporations, the basis of which is represented in the description, and S-Corporations, whose profit is not taxed on a company level as opposed to the profit of C-Corporations’ profit, but as a direct income of its associates. The S-Corporation therefore has a tax advantage over the C-Corporation. To be categorized as an S-Corporation, the associates must make an application to this effect. Moreover, the firm has to be established in accordance with the regulations that govern firms in American states, with less than 75 associates. The firm may only give out one type of stock, i.e. no preferential stocks. Only an individual with American citizenship or with a long term resident permit qualifies as an associate of an S-Corporation. For this reason an affiliate of a European principal cannot file a request to become an S-Corporation.

Limited Liability Companies - LLC Zurück zum Seitenanfang

Likewise, the Limited Liability Company is a relatively new type of business. One of the ways in which it distinguishes itself is by the limited liability of its partners, the so-called members. Their liability differs from that of the partners of a General Partnership only when it comes to their investment in the company. Another distinguishing factor is that an LLC enjoys the privilege of being treated like a partnership for taxation purposes i.e. the profits are not taxed on a LLC level. Instead, as in the case of a partnership, they must be taxed as personal income of the partners or members. The participation of the associates in the management of the company, unlike in the case of an LP and an LLP, has no influence on the liability of the associates for the liabilities incurred by the company. In this case, their liability remains limited to their investment.

The LLC has one disadvantage: Its short legal history. It has not been subjected to extensive jurisdiction and therefore offers a certain amount of uncertainty regarding matters legal. For example, what remains a mystery is whether, as in cases involving corporations, it is conceivable for jurisdiction to call for transparency, which may mean that the associates could become personally liable. Even so, Limited Liability Companies are becoming increasingly popular. For tax classification of Limited Liability Companies founded in Germany based on United States state legislation.

  The key advantages of a
US Corporation, inc:
Protection from liability
Lower taxes
No inheritance taxes
Asset protection
No obligations regarding
start-up capital
no appropriated funds
creation of new creditworthiness
low running costs
capitalization through sale
of shares
access to the US capital market
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US Corporation - USA VISA - LLC - Form a US-Corporation - US Shelf Company - USAG24 - EIN - American Stock Exchange

US AG 24 Inc.
- Full service support for establishing corporations in the USA

US AG 24 Inc. is an internationally operating service provider in the area of business consulting, specifically with regard to establishing corporations in the USA. Backing US AG 24 Inc. is an association of lawyers, notaries public, tax advisers and business consultants who will provide you with comprehensive advice and support before, during and after you establish your corporation. This association of expert professionals guarantees that you will be able to take full advantage of the many benefits that a US-Corporation offers.

You can count on our integrity and reliability as we advise you and organize the establishment of your corporation from start to finish. You will receive from us all of the services you need from a single source, and you'll have a personal contact that you can reach at any time.

What makes us different from the others?

We provide you with support even after your corporation has been established. You will receive a full range of important and simply useful additional services that other service providers either can't or don't wish to offer. US AG 24 Inc. isnot an automated factory for establishing corporations without the possibility of responding to customers' wishes or offering expert advice. We combine expert advice with a range of services that is unique in the industry. Each of our clients has individual goals, and we provide the support you need to help you reach those goals.

Questions and Answers — What you've always wanted to know

What is a US Corporation?
A corporation is a joint-stock company with limited liability. A stock corporation can issue shares (stocks). The corporation belongs to the owners of the shares. The founder of the US stock corporation determines the amount of share capital but does not need to have the share capital at his or her disposal. In Florida in particular (unlike Germany), no documentation of this capital is required.

Who is entitled to establish a US Corporation? Any natural person or legal entity, independently of place of residence or nationality, is entitled to establish a corporation in the USA. The corporation must be established through a US registered agent. The founder of the corporation need not travel to the USA in order to establish the corporation. We provide an address for the establishment of the corporation and an office address in the USA (not a post office box), both of which are absolutely required for US corporations. We also process all of the corporation's correspondence and forward its communications between the USA and Europe.

The name of the corporation
If the name you choose has not already been assigned to an existing corporation, almost any name of your choice may be used for a corporation, with a few exceptions. In contrast to Europe, the choice of a name for a corporation in the USA is left entirely to the founder. The name chosen in the USA for a corporation can be also be used in Europe for a subsidiary, branch, local office, subsidiary GmbH or Co. KG. The name should indicate that it is a corporation (i.e. it should end with "Inc." or "Corporation")

Establishing a GmbH, Ltd. or US Corporation
The tax-free status of companies established in England and operating outside of England was abolished some time ago. Today, a so-called "Europe GmbH" pays taxes in Europe as well — in fact, just about the highest taxes in Europe. It is impossible to establish an Ltd. company in England anonymously, by contrast to the USA. A US corporation pays taxes in the USA, i.e. the minimum amount of $150 per year. In case the European public authorities request information about the corporation, it is thus able to prove that it genuinely exists in the USA. In the case of an Ltd. company, the European factory inspectorates very quickly detect whether it actually exists in England or only exists on paper. In other words, an Ltd. company’s commercial activity can be prohibited relatively quickly in England. A corporation that is founded in the USA does not to have to face this problem.

In conclusion, the foundation of an Ltd. company in England does not bring the founder any advantages whatsoever. By contrast, a US corporation can be registered in Europe as well and is highly respected all over the world. By contrast to the European requirements for a GmbH company, in a US corporation a single person can perform all of its corporate functions — that is, he or she can be the owner, partner and president or managing director all in one.

Obviously, a company aims to pay the lowest possible amount of taxes. In this respect, yet another key advantage is offered by US law compared to the GmbH law and German corporate tax regulations, in addition to the possibility of establishing a company anonymously. If a US corporation provides services, issues invoices and deposits its revenues in US bank accounts, it is taxed at a rate between 15% and a maximum of 34%. This represents a significantly lower tax burden.

US Ccorporation = flexible operations
Every properly registered US corporation can conduct business operations and establish subsidiaries all over the world. In order to operate outside the USA, the corporation requires a document known as an APOSTILLE, which is issued by the Secretary of State in Florida. This certificate is based on the Convention de la Haye (Den Haag) of October 5, 1961. According to the German Minister of Justice, "Public certificates issued abroad that are to be used in the FRG and to which an ’apostille’ has been attached for this purpose do not require any additional authorization. The apostille is a formal document in which the genuineness of the certificate is affirmed by the authorized public agency in the country in which the certificate has been issued, in accordance with Article 3 of the Convention de la Haye (Den Haag) of October 5, 1961 on the exemption of public certificates issued abroad from FRG legalization procedures (Bundesgesetzblatt 1965 II, page 875)."

The US-Corporation is listed in the US register of companies, and after it has been formally registered as such in Germany it is treated like a German company. Similar procedures apply in other European countries. Corporations established in the USA can conduct many kinds of business operations. These are entered into the corporation's foundation document under the "purpose clause". The various activities of a US corporation do not have to be reported in any way to the public authorities. A "general purpose clause" permits the corporation to conduct all of the business operations that may be pursued in the USA without any specific formal permission.

The owners and directors of a US-Corporation can never be held liable forthe activities and obligations of the corporation. US law permits the president and the directors of a corporation to be exempted from liability in the corporation's foundation statutes. "Piercing the corporate veil" with regard to the managing director is also not possible as long a corporation has properly paid its US taxes and has not violated any currently applicable US laws.

Liability to pay tax
We can not, and are not permitted to, provide any tax consulting. A corporation that is registered in the USA and has its headquarters there is entitled to operate from the USA, send invoices from the USA to its customers and thus pay US taxes on its profits. US federal corporate income tax for active corporations is 15% on net profits up to $50,000. The tax rate rises progressively to a maximum tax rate of 34%; for net profits of €10 million or more the maximum tax rate is 36%. In the state of Florida there is no sales tax, value added tax or trade tax. Only if you would like to sell products to end consumers in Florida do you have to charge your customers sales tax and pass it on to the state.

In the state of Florida, the owner (or shareholder) of a US corporation is permitted to remain anonymous. This means that nobody knows who the actual owner of the corporation founded in Florida actually is, not even the US authority in charge of the establishment of corporations. Only the registered agent knows the identity of the corporation's owner. The president and the secretary of the corporation are officially listed.

Place of establishment & share provisions
We recommend the state of Florida as the best place to establish a US corporation. The fees for establishing a corporation are very inexpensive there, and both anonymity and one-person corporations are legally permitted. On account of the tax advantages and other legal advantages (for foreigners), we strongly recommend Florida for establishing US corporations. In addition to the fees for establishing a corporation (see the updated list of fees), you will also have to pay monthly administrative costs for the office service.

The corporation's shares are stamped with the value of the capital share in US dollars and the official name of the corporation.

What are the advantages of a US-Corporation?
Documentation of start-up capital is not required
Capitalization and stock market flotation are possible
Tax advantages
Anonymity for the owner
Exemption from liability
Asset protection
No inheritance tax


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