Foreign Companies Doing Business in the United States

01. Forms of Business Organizations

U.S. Corporation

A corporation, having limited personal liability, is the form of organization most common in the US. Many of the procedures and requirements are similar to those relating to the formation of companies in the UK, except that a US Corporation is formed at the state level and is subject to the specific corporate law requirements of the state in which it is incorporated. Thus, for example, a US corporation incorporated in New York may have certain restrictions placed on it by New York corporate law, which will not be relevant for a Florida corporation. In fact, the states known for the most liberal corporate law requirements are Delaware and Nevada, and even though a US corporation may be conducting business activities in, for example, New York, and, therefore, be subject to tax in that state, it may be incorporated as a Delaware or Nevada corporation to obtain the greatest flexibility with respect to future changes in its charter. The charter, or articles of incorporation contains the objects and other provisions relating to the corporation, and must be filed with the Secretary of State in the state in which the corporation is created. However, a corporation that is formed in one state to take advantage of those rules and does business in another state must register and file tax returns in every state that it does business.


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