COMPANY FORMATION AND REGISTERED REPRESENTATION IN THE USA

We provide company formation and ongoing legal representation services for businesses wishing to enter the American market. We establish all types of companies, including corporations, private partnerships, joint ventures, liaison offices, and branches, in all 50 states of the United States and in Turkiye. We offer legal consultancy services for all application, submission, and registration processes related to the establishment. We set up companies of various natures, from simple company structures to dropshipping e-commerce companies, start-ups, and holding structures.

As part of our company formation and compliance services, we offer the following main services:

• Opening bank accounts in the US
• Notary, apostille, and translation services
• Providing address and contact numbers
• Virtual office services

Company Formation

What are the Benefits of Setting Up a Company in America?

• Continuity

• • For example, companies established in Florida continue to exist regardless of changes in ownership.

• Tax Advantage

• • Tax is a significant issue in America, as in every country. However, companies can deduct some expenses from their income reports. These deductions can include salaries, health, and retirement plans.

• Ease of Finding Investment Money

• • The easy transferability of company shares results in easy share sales in exchange for investments.

Why Should I Establish My Company in America?

• America, leading in productivity per capita, is highly important for investors due to its cheap raw materials, accessible finance sources, venture capital offered, and high purchasing power.
• In both LLC and Corporation types, the responsibilities and liabilities of company owners or investors are legally separate from their companies.

Types of Companies

CORPORATION

Before limited liability companies became popular, the most preferred type of establishment was the commercial corporation.

A single person can be a shareholder, general manager, and president while running the company, though typically, a corporation has multiple stakeholders. The Board of Directors, elected by shareholders at the annual company meeting, appoints the company’s president, vice president, general secretary, and financial advisor, and oversees daily operations. The corporate structure and value of the shares are stated in the Certificate of Incorporation, certified by relevant authorities.

Additionally, the company is managed according to the Corporate Bylaws, which detail the functions and relationships of the Board of Directors, shareholders, and other officers.

The biggest advantage of commercial corporations is the absence of personal liability. Company managers and shareholders are generally not personally responsible for company debts with their personal assets.

Unlike limited liability companies and limited partnerships, there is no requirement for public announcements, which reduces costs. The company can sell its shares according to the agreement among shareholders.

One disadvantage of this type of commercial entity is the corporate formalities. The company must register its commercial document with the relevant New York official authorities. If the company wants to operate in states other than where it was established, it must register according to the rules of each additional state and pay the necessary costs. The company must pay corporate taxes annually. There is a two-tiered taxation system. Unless established as an S Corporation, it is subject to double taxation. In the first tier, taxes are taken from the remaining part after deducting company expenses from gross income. The second tier taxes are applied to shareholder income and salaries.

Differences Between C and S Corporations

The main difference between C and S corporations is their taxation methods. C corporations are taxed at the corporate level. When shareholders receive income and salaries, these earnings are taxed again at the individual level. In contrast, S corporations are taxed only after payments are made to shareholders, avoiding double taxation. In terms of taxation, S corporation owners are considered partners.

To establish an S corporation:

• The number of shareholders must not exceed 100
• All shareholders must be individuals, meaning another company or partnership cannot be a shareholder
• For tax purposes, all shareholders must be US citizens or “Green Card” holders
• S Corporation status must be timely selected
• There must not be more than one class of stock

Types of Companies

LIMITED LIABILITY COMPANY (LLC)

The biggest advantage of this type of company is the absence of personal liability for its members. Owners and managers are not personally responsible for the company’s debts.

There are personal tax advantages for members and managers, with single-tiered taxation. Unlike corporations, the profits and losses of the partnership pass to the other partners without taxation. The company can sell its shares according to the agreement among shareholders.

Despite its advantages, there are also disadvantages. It is not possible to start operations without obtaining a document from the State Secretary. Like limited partnerships, the company must apply to the county secretary where it is located and publish the establishment, general partners, business purpose, and other required information in two newspapers appointed by the secretary for six consecutive weeks.

LIMITED PARTNERSHIP

Limited partnerships must obtain a commercial document from the relevant regional authorities (State Secretary). The Limited Partnership Commercial Document must state the names of the partners, the form of the commercial entity, the names and residences of the members, the identification of active and limited liability partners, and the type of contribution each limited liability partner makes to the partnership.

The biggest advantage of this type is the absence of personal liability for limited liability partners. However, if a limited liability partner takes control of the partnership or actively participates in management, personal liability arises. General partners are personally liable for the partnership’s debts. Limited partnerships are subject to single-tiered taxation. The profits and losses of the partnership pass to the other partners without being taxed. Limited partnership shares can be bought and sold like company shares.

The disadvantages of this establishment type include its formalities. Limited partnerships must obtain a commercial document from the relevant regional authorities (New York Department of State). Another disadvantage is the unlimited liability for general partners. There is also a requirement for public announcements.

PARTNERSHIP

If a commercial entity is to be operated as a partnership, the “Business Certificate for Partners” must be registered with the county secretary where the business is located. All partners are personally responsible for the partnership’s debts and benefit from its profits. Partners can deduct partnership losses from their personal income taxes if the partnership incurs a loss. Each partner is an agent of the partnership and has the authority to enter into contracts binding the partnership. Each partner has a say in management.

This type of commercial entity does not require any declaration to state institutions or any application. The absence of establishment formalities is an advantage of this type of commercial entity. There is single-tiered taxation. The profits and losses of the partnership pass directly to the partners personally and are not taxed again as a partnership.

The biggest disadvantage of this type is personal liability. All partners are personally responsible for all expenses and losses of the partnership.