If a company has been established in Brazil, is it possible to set up an American branch?
Yes, it is perfectly possible provided that changes be made to the contract or act and a plan of action be established by the individuals responsible for the company.

If I live in Brazil, can I start a company in the United States?
Yes, that is perfectly possible. In addition, you do not need to come to the U.S.

Do I have to be physically present in American Territory in order to establish a company?
No. With our office it is possible to establish and carry through all the document-related proceedings without your traveling to the U.S.

Can I open a checking account in the United States without going there?
It is allowed by law to have a checking account overseas. Both the Brazilian and American Governments agree that it is legal. With regard to the compulsory presence of the person who wishes to open the account, with Banc House it is not necessary as we have partnerships with some banks.

Can I apply for a visa or residency due to the fact that I own a business in the United States?
In some cases that is possible. If it is a Brazilian branch, one can apply for a visa that enables him/her to come and go or to be transferred. If it is an independent company without branches, one can apply for a work visa.

If I do not want to be transferred, can I appoint a manager to operate the American Branch?
Yes. Immigration resources and benefits do not apply exclusively to the owners but also to the appointed managers of the corporation.

Must the immigration proceedings take place in Brazil?
Not necessarily. Our attorneys can oversee the whole process in American Territory and afterwards validate it at the American Consulate. By the way, any immigration action or benefit should always be validated at the Consulate.

If I do not have a physical address in the United States, can I establish a company?
Yes. It is possible to use the address of an office qualified for that. At Banc House we provide a SUITE (PO. BOX) until the company is physically established. Not having its own physical address does not constitute an impediment to the establishment of the company.

Are there several types of partnerships in the United States?
Yes, but they may vary according to the field of business.

What are the types of corporations - USA?
LLC (Limited Liability Company)
C – “Corporation”
S – “Corporation, Non-profit Corporation”, LLC Partnership.

What is the difference between the taxes paid by an LLC and a Corp?
The basic difference is that Corporations pay taxes separately whereas an LLC is taxed as a partnership. In both cases the partners do not need to be residents unless a corporation switches to S-CORP (which is an advantageous regimen of taxation).

What is the comparable advantage of a Corporation (Corporation and LLCs)?
Corporations and Limited Liability Companies provide its owners limited liability protection, that is, the owners are not mutually responsible for the company’s debts and obligations.

What is a corporate administrative process?
A Corporation must have directors and administrators who are responsible for daily decisions and actions, described and identified. In an LLC it is possible to have operation managers or partners who can conduct the business without establishing this procedure.

What is the Corporation or LLC seal?
Some states require that Corporations have a specific guarantee seal in its documents showing the name of the Corporation, the state and the year when the company was incorporated or established.

What is the perpetual existence of a corporation?
The status of a corporation legally established in the USA is definitive while active, despite its shareholders’ eventual death or disability, that is, the corporation is still liable for its legal actions and responsibilities.

What is a nominal reserve?
When there is an immediate and conclusive decision to establish a company that at first will not be in operation, but there is also the immediate intention to reserve the name, which is called Nominal Reserve.

How does the Increase of Capital of a Corporation take place?
A corporation may have its capital increased in a simpler way than other types of business organizations by the sale of its stock, observing the laws that regulate this procedure. In addition, with an agreement signed by its share holders, a corporation may have its stock transferred between partners in a simple and objective way, without any inconveniences.

What is the foreign qualification of a legal entity among American states?
The corporation is considered domestic only in the state where it was established and registered. In other states, the company will always be considered a Foreign Corporation, also in order to go into operation. After registering this corporation as a foreign organization in the state where it will go into operation, it is regarded as local, which guarantees representation in all legal aspects. However, bear in mind that it will be necessary to present some documents which confirm its legal integrity.

What determines a Limited Liability Company?
An LLC is an organization established and organized under specific Norms and Laws that regulate this category of company. It carries partially some of the qualities of a corporation and others of a partnership. Its proprietors are entitled partners. In most cases, the minimum number of 2 partners is required to establish this type of partnership. However, in the state of Delaware, an LLC can be constituted by only one partner.
A Limited Liability Company can do business, contracts, be sued or acquire assets by itself, that is, its legal existence is independent from its partners. Therefore, consequences of its actions do not affect the partners. However, the partners must conform to personal obligations related to the partnership’s obligations.

What is the so called Registered Agent?
Every state requires foreign corporations and LLCs able to operate in the local market to name a Registered Agent. The Registered Agent has full representation powers and receives or sends all sorts of official correspondence to the Federal and State Government as well as representing the company with full powers in lawsuits, annual reports and government actions. The Registered Agent must have a physical address and be an American resident.

What is a C-Corporation?
The C-Corporation is a type of corporation that:
•  Seeks to serve small businesses.
•  Is a type of legal entity independent from its owners' responsibilities.
•  The main advantage is that the shareholders' assets are protected against actions taken by debtors.
•  Can have an unlimited number of share holders.
•  The shares can be transferred and the owners can distribute dividends without the need to dissolve the corporation.
•  Has an unlimited and prolonged existence, beyond its owners' life span.

The disadvantage of this type of corporation is that it is double taxed, once the profit is first taxed as income and afterwards as share holders’ income when distributed as dividends.
As a way not to be double taxed, having up to 75 shareholders, the company may obtain the status of an S-Corporation.

What is an S-Corporation?
It is a Corporation that keeps its tax status and income tax calculation in a different way before the IRS, with the following characteristics:
•  The Corporation has to apply and meet certain requirements to fit into this Taxation Regimen.
•  This particular Regimen may only be requested after the corporation has been in business for a certain period of time.
•  It cannot issue preferential shares with special liquidation or dividends.
•  The corporation must be American and must have only one class of stock.
•  Number of shareholders is limited to 75.
•  The shareholders must be properties or qualified trustees acknowledged in writing in order to make the election of an S-Corporation.
• The shareholders must be American citizens or residents.

This taxation regimen makes it possible for the corporation not to be taxed in isolation from its partners. The eventual profits and losses must be allocated or transferred, for tax purporses, to its shareholders, thus avoiding double taxation. Besides, the S-CORP does not compromise the legal protection that Companies generally offer.

What is a Non-Profit Corporation?
When the activities of this Corporation are characterized and focused on the fields of Education, Philanthropy, Churches or Science, it is possible to establish it as a Non-Profit Corporation entitled NON PROFIT. If, at the end of the fiscal period, there is an eventual economic financial result in this type of Corporation, this result is not subject to taxation and cannot be made available to shareholders or company officers.

What is a Limited Liability Company in the American vision?
A Limited Liability Company is a relatively new operational standard in the United States. The so called LLC partnership is an alternative to a partnership encompassing the advantages offered by a limited liability corporation with the advantage of a single taxation partnership.
The LLC may be taxed as a partnership using just the individual model in case the profits are paid as dividends to the partners whereas the C-Corporation is double taxed.
One of the advantages of the LLC is the ownership flexibility and the alternative model of administration as several organizational structures may be established based on an agreement written internally into an Act.
An LLC protects its partners’ personal assets should a business debt arise and it does not have stock.

What is a Corporation Administrator?
There are three general positions: the President, the Treasurer and the Secretary (or Manager).
Although most jurisdictions allow a single person to hold all three titles, the person’s responsibilities and authority may vary depending on the duties he/she takes on.
The President is responsible for the global executive administration and is directly responsible for carrying out orders from the Board of Directors. The Board of Directors usually elects the President.
The Treasurer is the main financial administrator of the Corporation and is responsible for controlling and registering the finances as well as keeping accurate accounts.
The Secretary is usually responsible for keeping the Corporation records.
In addition to these required administrative positions, a Corporation may also have vice-presidents, Secretary’s assistants or Treasurer’s assistants.
Typically, the authority and duties of each administrator are described in the Corporation Articles and can also be defined later on by an employment agreement or job description.

How/why should I form a Corporation in Delaware?
There are advantageous reasons to establish a company in Delaware:
•  The legislation is the most flexible and highly evolved in the American Federation.
•  The Delaware courthouses have existed for more than 180 years and act seriously and strictly concerning corporation norms and laws.
•  The State has a business-like profile which is closer to the entrepreneurship view than a governmental public institution and sees privately owned companies as partners.
•  Start-up fees and taxes are the greatest points of interest for the local government.
•  There is no required minimum investment in the Company, which is different from other states.
•  A corporation established in Delaware is not subject to any type of sales tax, personal property or intangible tax.
•  Is not required a banc account in Delaware.
•  The same person may be a shareholder, Director or Administrator of the same Company and the shareholders, Directors, Managers and Administrators are not required to reside in Delaware.
•  The Meetings and Acts are not necessarily subject to being held in this State.
•   It is not mandatory to furnish the names and addresses of shareholders to the State. Also, this information is not available in public records.
•  The Company may be represented by an agent registered in Delaware (Trustee).
•  If the shareholder of a company does not reside in this state, he is exempt from tax collection on his shares.

Where is it viable to establish a company?
In the United States a corporation does not have to be established in the state where its activities and operations will take place, but it is more practical to incorporate it in that state. Bear in mind that the United States is a confederation of independent States which have their own legislation, which is not necessarily the same.
In order to make a wise decision regarding the location, it is necessary to consider the steps related to this process, such as, costs and fees, incorporation fees, tax laws and norms as well as the norms that regulate the corporation’s actions and responsibilities. An attractive option is to establish the corporation in the state of Delaware, where taxation is way below the market or there are almost no fees or taxes.
If the company will operate in a limited market in only one specific state, it is preferable to incorporate it in the same state, but this is not mandatory. However, a considerable advantage of doing so is that it protects the corporation legally from a foreign state in case of an eventual lawsuit.

What are partners?
Partners are the owners of the corporation. Partners receive certificates that represent a financial interest in the company, similar to the stock in a corporation, and vote in meetings according to the corporation’s interest. Partners may receive their certificates in exchange for money or services for the company.

Can the same person be the shareholder, director and all the administrators of a corporation?
While different jurisdictions may have distinct stipulations, most states require at least one director and two administrators in a general for-profit corporation. The required officers are the president and the secretary. Most states allow one person to hold both positions and be the exclusive director of the corporation. Generally, that person can also be the exclusive shareholder. A corporation cannot be the director of another corporation.

Does a corporation have to issue shares?
Stock certificates represent the amount invested in the company by a shareholder, guaranteeing his right to vote. When established, this company, in its Articles of Corporation, decides how many shares will be issued and their respective classes: common or preferential shares.
Most small corporations do not have preferential shares. According to the American legislation, preferential shareholders are liquidated before common shareholders.

What are the Articles of Corporation?
It is the document that establishes the constitution of the company, bringing it into existence, and which must be filed with the State Government.
These must contain the information that each American state requires.
The Articles of Corporation are adopted by all corporations and deal with points related to: ordinary meetings, shares, fiscal year of the corporation, which can be stipulated internally.

How is the shareholders' board defined?
Shareholders are the real owners of a corporation. As a group, these members’ power to vote determines all the economic and financial plans and objectives of a corporation. The shareholders’ duties range from the election of the administrative board to the commercial outcome of a corporation. Although shareholders are the owners, if they do not have an administrative position, they not have the right to participate in the operational management. When formed by a simple majority, partners can dismiss or summon special meetings.

What is the State Number?
When a corporation is registered with the State, when it is first established, the corporation is assigned a number, which must be kept in its possession and renewed yearly depending on each state.

What is an F. E. I. N.?
Employer Tax Identification Number. It is a number provided by the Federal Government for the purpose of tax control and collection. This number is not transferable.

What are operational licenses?
Varying in each State and County, a company needs occupational and/or operational licenses before starting its activities. Some are easily requested, others are not. In case of certification, it is often necessary to take a technical written exam in the city.