[US Corporation] Incorporating, Opening a bank, and Doing business in the USA without physical presences in the USA with ‘Stripe Atlas’ - International Business

Incorporating, Opening a bank, and Doing business in the USA without physical presences in the USA with ‘Stripe Atlas’ - International Business

Stripe Atlas

Starting a company in the USA can be needlessly complicated—lengthy paperwork, bank visits, legal complexity, numerous fees, and non-obvious decisions about what services to use. Stripe Atlas makes this fast and easy: a tool to handle everything involved in establishing an internet business, opening the new business bank account within days without the physical presence, and keeping track of everything in one place. Stripe Atlas generates the legal documents and files the paperwork and incorporates your new company in Delaware, which is the most business-friendly state and opens Silicon Valley Bank(SVB) on your behalf.

Stripe Atlas is designed for founders of internet and technology businesses. Thousands of entrepreneurs from more than 130 countries already use Stripe Atlas. Stripe Atlas have found it to be particularly suited to:

*  U.S. startups

*  Startups outside of the U.S. building global companies

*  Startups outside of the U.S. raising money from professional investors

*  International companies expanding their operations to the U.S.

C Corporation VS LLCs

Type	C Corporation	LLC (Limited Liability Company)
Nature of business	Stock company	Pass-through entity
Ownership	Shareholder (Individual or Corporation)	Members (Individual or Corporation)
Residency requirement	No required. Permitted to resident or non-resident owner	No required. Permitted to resident or non-resident owner
Legal entity	Separate entity to limit the liability of owners and officers for the acts of the company and for debts which the company may have.	Separate entity to limit the liability of owners and officers for the acts of the company and for debts which the company may have.
Operation	Most major actions of a C corporation require some procedures, such as formal resolutions of the company or votes of the stockholders.	LLC Operating Agreements empower the owners and/or managers to simply act.
Tax Treatment	Double taxation: Company income is taxed at corporate income tax rate; shareholders also pay tax on dividends or profits distributed.	Single taxation: Each member of LLC must file income tax return (e.g., individual income tax return) on profit or loss which LLC passes through each member

※ A certain type of an investor may not be interested in (or may be legally barred from) investing in LLCs because of the income and loss pass-through nature.

※ You may converse LLC to C Corporation or vice versa.

Where to incorporate

Available in Only Delaware State (Available in either the US or Foreign address)

Fee

One time fee

Ongoing costs

$500 for all successful applications including: * C-Corporation or LLC Incorporation * Signed Certificate of Incorporation, Bylaws, and Board Consent or Operating agreement * Tool to issue stock to founders * First year of registered agent fees * IRS Tax ID Employer Identification Number (EIN) * Open a bank account in and debit card with Silicon Valley Bank * Set up Stripe account and networking in an Atlas forum with other founders, other entrepreneurs, 200 investors, accelerators, and companies around world * Free post-incorporation templates * Access up to $5,000 in promotional credits from Amazon Web Services (AWS)

* $100 per year to renew Delaware registered agent (renewed automatically) * $25 per month for your business bank account (the fee is waived if you maintain a minimum average balance of $25,000 per month)

※ The Stripe Atlas LLC is designed to make conversion to a C Corporation as simple as possible at discounted and flat-rate packages fee.

※ The required documents for incorporation may vary depending on the type of business you establish.

Procedure

(1) Invitations

Stripe Atlas is available to join by an invitation only.

Invitation	Existing Stipe Atlas founders	Direct application for a Stripe Atlas
Method	Existing Stripe Atlas founders can invite other entrepreneurs to join in Stripe Atlas immediately	Anyone can still apply directly for an invitation request, for which Stripe Atlas will respond within two weeks.

(2) Application

Once you're invited to Stripe Atlas, you'll need to provide Stripe Atlas with the following information about your product, team, and how you'd like to set up your new company.

Category	Information
Company	New company’s proposed name
	A physical business address: 1) Is not necessarily in the U.S. 2) can be a business address or personal residence.
	A contact phone number
	The number of shares of stock to be authorized
	If it is a subsidiary, the parent company’s name, type (e.g., corporation), tax ID number, and a copy of the company’s government-issued registration document
Business and products or services	Website showing the products or services, price, contact, terms of service, and more
	If website in progress, screenshots, wireframes, detailed description
	Founders, investors, and other relevant history
Team (yourself, anyone else that owns more than 25% of the company, and anyone else filling the primary company roles.)	Email address
	Phone number
	Legal name
	Date of birth
	Personal, physical address
	Percent of company ownership
	Government-issued identification document

(3) Incorporation

After you submit the application and Stripe Atlas creates your Stripe account, it’ll generate the legal documents to start your corporation as the following.

Category	Description
Legal documents	Certificate of Incorporation
	Bylaws for your corporation
	Board Approval of Organizational Resolutions
	A Bank Deposit Agreement and Online Banking Enrollment with Silicon Valley Bank, for opening a bank account
	IRS form SS-4, to request an EIN for tax-reporting purposes
Bank account	Open a USD-denominated business bank account for your new company at Silicon Valley Bank (SVB)
	Once the bank account is opened, a temporary password is sent to log in online and you can find the login user ID in your Banking Enrollment Form in the Stripe Dashboard.
	Stripe Atlas users are also eligible to receive a debit card linked to their SVB account. If you opt-in for debit cards when you complete the application, you will receive an email from SVB after you receive your EIN, with instructions on how to complete your debit card application.
Incorporation	Registering your corporation in Delaware generally takes a couple of business days. Once your company is incorporated, you’ll receive your Certificate of Incorporation via email. It notes that the original is in electronic format; no hard copies are created.
	Stripe Atlas will email you with information about issuing stock to founders after your company is incorporated. New corporations can issue stock with standard terms using its free tool within 30 days of incorporation.
Corporate tax ID	When your incorporation is complete, your new company can be registered with the IRS to create a U.S. Federal Employer Identification Number (EIN). Stripe Atlas will automatically send form SS-4 to the IRS to request an EIN for your new company. It usually takes up to 2 weeks to receive your EIN via email; 6-8 weeks to receive it via physical mail.

Reference

From San Francisco to Sri Lanka, thousands of entrepreneurs in 124 countries have used Stripe Atlas to get their businesses off the ground in the USA.

Company	Detail
METAFUSED (https://www.metafused.com)	Led by Madhuban Kumar, Metafused’s mission is to make data meaningful. Their product applies artificial intelligence to let users know what customers and prospects are going to do next
During, Inc. (https://during.com/)	Zach Holman, one of the first engineers at GitHub, is building During, a calendar that helps you plan and collaborate on everything that needs doing.
IRIS (http://getiris.co/)	Iris is your modern day emergency alert for mobile, founded by Cat Noone in NYC. Iris provides hospital detection, a digital health card and rapid alerts to your loved ones in the critical moment when you need it most.
TRESS (http://www.tressapp.co/)	Started in Ghana, Tress is a social community for black women to discover and share hairstyle inspiration, information and tips. Founders Priscilla Hazel, Esther Olatunde, and Cassandra Sarfo participated in Y Combinator’s Winter 2017 batch.
PASILOBUS (https://www.pasilobus.com/)	Pasilobus builds apps and e-commerce solutions for clients on Shopify. The company is headquartered in St Louis and has employees around the world.
ZUMROD (https://www.zumrod.com/)	Zumrod is an e-commerce platform that supplies health and beauty products to women in the Arab World. Co-founder Said Hassan also leads Gaza Sky Geeks, the first startup accelerator in the Gaza Strip.
LUDUS (https://ludus.one/)	Vincent Battaglia, the Belgian founder of LUDUS, established his business in Delaware by Stripe Atlas because his business is 100% SaaS with potential customer everywhere on the globe and desire his business to become a global company. The company provides presentation tools for designers on SaaS basis.

How the business law in Delaware is the most business-friendly.

Category	Details
Delaware Court	The Delaware Court of Chancery (established in 1792) allows companies to resolve disputes quickly with a judge rather than a jury. Judges for the Court of Chancery specialize in corporate law, draw on hundreds of years of legal precedent, and hear only business-related cases.
Delaware’s tax system	Delaware’s tax system gives businesses several ways to legally minimize their tax bills. From example, companies that are incorporated in Delaware but do business in other states don’t have to pay state corporate income tax to Delaware. And Delaware also doesn’t tax profits on royalty payments, trademarks, or copyrights.
Delaware’s laws and policies	Delaware’s laws and policies make it easy for businesses to incorporate, avoid liability, and retain privacy. Delaware’s Department of State makes it convenient for businesses to fill out incorporation paperwork, which can be done in under an hour. Because they don’t have to give much personal identifying information, company officers who incorporate or set up business accounts in Delaware can also maintain privacy, ensure anonymity, and avoid personal liability.
Business-Friendly	Because Delaware has had a reputation for being friendly to businesses for such a long time, it makes sense logistically for businesses to incorporate in the state. Most corporate attorneys know Delaware’s business laws, and many IPO-minded investment banks prefer to work with companies that are incorporated in Delaware.

What you do for US Taxation

(1) Federal tax

Category	Tax	Details
Federal Corporate Income Tax	Federal Corporate Income Tax	All businesses must file an annual federal income tax return. The C-Corporation tax rate is the flat rate 21% for 2018 (By comparison, the federal personal income tax rate varies from 10% to 37% for 2018.) Generally, the C-Corporation must file its income tax return by the 15th day of the 4th month after the end of its tax year (April 15th) and the LLC must file its tax return by the 15th day of the 3rd month after the end of its tax year (March 15th).
Federal Employment Taxes	Federal withholding income and FICA tax	1) Reporting withholding income and FICA tax Generally, employers must report all compensations paid to an employee by filing the required form(s) to the IRS. You must also report taxes you deposit by filing Forms 941, 944, and 945 on paper or through e-file. The withholding tax rate varies depending on a filing status and the FICA (social security and Medicare taxes) tax rate is each 7.65% for an employer and an employee for 2018. l  Form 941, Employer's Quarterly Federal Tax Return l  Form 944, Employer’s Annual Federal Tax Return if received written notification about the Form 944 program l  Form 945, Annual Return of Withheld Federal Income Tax if you are filing to report backup withholding. 2) Depositing withholding income and FICA tax In general, you must deposit federal income tax withheld, and both the employer and employee FICA taxes if you’re required to file the forms and your employment tax liability for the preceding quarter or current quarter is $2,500 or more. (Exception: $100,000 Next-Day Deposit Rule). There are two deposit schedules, monthly and semi-weekly depending on $50,000 threshold during the lookback period.
	FUTA tax	1) Reporting FUTA tax Only the employer pays FUTA taxes (federal unemployment taxes); it is not withheld from the employee's wages. You must file Form 940 for the current year if you pay the wages you pay employees who aren't household or agricultural employees and you paid wages of $1,500 or more to employees in any calendar quarter during the prior year or the current year, or you had one or more employees for at least some part of a day in any 20 or more different weeks in the prior year or 20 or more different weeks in the current year. Generally, you're entitled to the maximum credit 5.4% for FUTA if you paid your SUTA taxes (state unemployment taxes) in full on time, and the state isn't determined to be a credit reduction state. l  Form 940, Employer’s Annual Federal Unemployment Tax Return 2) Depositing FUTA tax Although Form 940 covers a calendar year, you may have to deposit your FUTA tax before you file your return. If your FUTA tax liability is more than accumulated $500 for the calendar year, you must deposit quarterly.

Federal Report due dates

Report due dates	Paper	Electronically
1/31	Form 940, 941, 943, 944, 945, W-3, W-2, 1096, 1099 with box 7	Form 940, 941, 943, 944, 945, W-3, W-2, 1096, 1099 with box 7
2/28	Form 1096, 1099 without box 7, 8027
3/31		Form 1096, 1099 without box 7, 8027
4/30	Form 941	Form 941
7/31	Form 941	Form 941
10/31	Form 941	Form 941

Federal Deposit due dates

Deposit due dates	Quarterly Depositor	Monthly Depositor	Semi-Weekly Depositor
1/15		Form 941, 944, 945	Form 941, 944, 945 (1) Pay on Wednesday, Thursday, and/or Friday→ Deposit until the following Wednesday (2) Pay on Saturday, Sunday, Monday, and/or Tuesday → Deposit until the following Friday
1/31	Form 940 if >$500
2/15		Form 941, 944, 945
3/15		Form 941, 944, 945
4/15		Form 941, 944, 945
4/30	Form 940 if >$500
5/15		Form 941, 944, 945
6/15		Form 941, 944, 945
7/15		Form 941, 944, 945
7/31	Form 940 if >$500
8/15		Form 941, 944, 945
9/15		Form 941, 944, 945
10/15		Form 941, 944, 945
10/31	Form 940 if >$500
11/15		Form 941, 944, 945
12/15		Form 941, 944, 945

* Must use Electronic Federal Tax Payment System (EFTPS)

(2) Delaware State tax
There are many activities - too many to list here - which create the jurisdictional right for the State to tax, referred to as "nexus". However, if the company is only incorporated in Delaware but does not have any property, payroll or do business (sales, service, leases, etc.) in Delaware then it is not required to be licensed, file gross receipts or income tax returns except for a franchise tax and an annual report with the Delaware Division of Revenue (DOR). And if you have no employees in Delaware then you would not be required to Unemployment insurance and Workers Compensation with the Delaware Department of Labor (DOL) either. Furthermore, merely creating an Internet site by a non-Delaware business does not, by itself, create nexus. But, locating a server in Delaware would create nexus/jurisdiction to tax the respective business.

Category	Tax	Details
State Corporate Income Tax	State Corporate Income Tax	If you form a corporation in Delaware, you must file and pay state corporate income taxes at a rate of 8.7% of federal taxable income derived from Delaware. (By comparison, the state’s personal income tax rate varies from 2.2% to 6.75% of federal taxable income.) However, companies that are incorporated in Delaware but do business in other states don’t have to pay state corporate income tax to Delaware. Generally, the C-Corporation must file its income tax return by the 15th day of the 4th month after the end of its tax year (April 15th) and the LLC must file its tax return by the 15th day of the 3rd month after the end of its tax year (March 15th).
State Employment Taxes	State withholding income tax	You must file and pay or deposit state withholding income taxes if you pay wages to an employee of $150 or more in a year for works rendered in Delaware. The filing frequencies and forms depend on withholding amounts during lookback period (see Note 1). You can file and pay withholding tax online using ACH Debit or Electronic Funds Transfer (EFT) or paper. You may be required to file and pay Only online by federal and states regulations.
	SUTA tax	An employer must only file and pay SUTA (state unemployment insurance taxes) with Forms UC-8 and Form UC-8A quarterly. The minimum and maximum tax rates are .3% and 8.2% respectively. You can file and pay with Online Employer Services (OES) Portal or paper.
	Worker’s Compensation	Workers' Compensation is a system, created by the Delaware Legislature, which provides benefits to workers who are injured or who contract an occupational disease while working.
Gross Receipts Tax (GRT)	Gross Receipts Tax (GRT)	Delaware does have a gross receipts tax that is imposed on the seller of goods or provider of services in Delaware, but companies that are incorporated in Delaware but do business in other states don’t have to pay state gross receipts tax to Delaware. GRT rates range from 0.1037% to 2.0736% and its returns and payments are due either monthly or quarterly, depending on the business activity and the lookback period rule. When determining the gross receipts tax due, most businesses are entitled to an exclusion of Min. $100,000 and Max. $1,250,000. You may file and pay online in Gross Receipts Tax (GRT) System.
Franchise tax	Franchise tax	A corporation in Delaware must pay an annual Franchise Tax. Delaware provides two different methods for calculating the franchise tax: the Authorized Shares method by which the minimum tax is $175.00 and the Assumed Par Value Capital Method by which a minimum tax of $400.0. It is due annually on or before March 1st and are required to be filed and paid online.
Annual Reporting	Annual Reporting	Annual Report Filing Fees is $25.00 for Exempt Domestic Corporations and $50.00 for Non-Exempt Domestic Corporations. It is due annually on or before March 1st and are required to be filed online.

(Note 1) Filing frequencies and forms

Withholding amounts during lookback period	Filing frequency	Form
$3600 or less	Quarterly	Form W-1Q
$3600.01 and less than $20000	Monthly	Form W-1
$20000.01 and greater	Eight Monthly	Form W-1A

* All withholding agents having no prior record of withholding, will file on a monthly basis.

State Report due dates

Report due dates	Paper	Electronically
1/15	Form W-1	Form W-1
1/31	Form DE W-3 or W-3A(annual withholding tax reconciliation), W-2, 1099-MISC, reporting non-employee compensation in box 7, W-1Q, UC-8 and UC-8A	Form W-2, 1099-MISC, reporting non-employee compensation in box 7, W-1Q, UC-8 and UC-8A
2/15	Form W-1	Form W-1
2/28	Form 1099-MISC, without non-employee compensation, 1099-R
3/15	Form W-1	Form W-1
4/2		Form 1099-MISC, without non-employee compensation, 1099-R
4/15	Form W-1	Form W-1
4/30	Form W-1Q, UC-8 and UC-8A	Form W-1Q, UC-8 and UC-8A
5/15	Form W-1	Form W-1
6/15	Form W-1	Form W-1
7/15	Form W-1	Form W-1
7/31	Form W-1Q, UC-8 and UC-8A	Form W-1Q, UC-8 and UC-8A
8/15	Form W-1	Form W-1
9/15	Form W-1	Form W-1
10/15	Form W-1	Form W-1
10/31	Form W-1Q, UC-8 and UC-8A	Form W-1Q, UC-8 and UC-8A
11/15	Form W-1	Form W-1
12/15	Form W-1	Form W-1

* Form W-1A: the 3rd, 7th, 11th, 15th, 19th, 22nd, 25th, and the last day of the month

State Deposit due dates

Deposit due dates	Quarterly Depositor	Monthly Depositor	Eighth Monthly Depositor
1/15		Form W-1	Form W-1A the 3rd, 7th, 11th, 15th, 19th, 22nd, 25th, and the last day of the month
1/31	Form W-1Q	Form UC-8 and UC-8A
2/15		Form W-1
3/15		Form W-1
4/15		Form W-1
4/30	Form W-1Q	Form UC-8 and UC-8A
5/15		Form W-1
6/15		Form W-1
7/15		Form W-1
7/31	Form W-1Q	Form UC-8 and UC-8A
8/15		Form W-1
9/15		Form W-1
10/15		Form W-1
10/31	Form W-1Q	Form UC-8 and UC-8A
11/15		Form W-1
12/15		Form W-1

GRT Report and Deposit due dates

Report and Deposit due dates	Quarterly filer	Monthly filer
1/20		GRT
1/31	GRT
2/20		GRT
3/20		GRT
4/20		GRT
4/30	GRT
5/20		GRT
6/20		GRT
7/20		GRT
7/31	GRT
8/20		GRT
9/20		GRT
10/20		GRT
10/31	GRT
11/20		GRT
12/20		GRT

* All new businesses are automatically set-up as quarterly gross receipts tax filers.

The following tax information is for your reference, and is not legally binding.

Source: Stripe, IRS, and State of Delaware