To develop your business, you should use a business lawyer. We provide excellent legal support for small to mid-size businesses at all stages of development. Whether it is filing the paperwork to start a new venture or handling a complex transaction for a seasoned corporation, we have the experience and knowledge to meet all your business needs. Your success is our priority.
Our clients come to us not only because we are zealous and experienced advocates, but because we are truly committed to helping small businesses. We believe small businesses are vital for community growth and development, and we understand that successful businesses require expert legal help. That is why we offer comprehensive legal services tailored to suit individual needs.
Starting your own business
If you have been thinking about starting your own business, now is the time to do it. In this economy, you can never be sure what the future holds, even if you have a steady day job. That is why it’s time to start doing what you are passionate about and be your own boss.
The process of starting your own business may seem daunting; you may be unsure what to do and where to begin. Luckily we are here to help. Let us deal with it so that you can focus on what you do best. We will give you a detailed business consultation and answer any questions you may have about the process of starting your own business. We offer affordable and discounted rates to new and small businesses.
Below are the few items you should consider when starting a new business. But no matter how difficult it all seems or what everyone tells you, know that it is all doable and easy to handle if you get the right help. Most important is your business idea and entrepreneurial skills.
Types of organizations
To start your own business, you will need to make several important decisions, including deciding on the type of organization for your business. The type of business entity affects the rights and responsibilities for you and the employees of your business, as well as the tax treatment of your business.
- Limited Liability Company (LLC) is a legal entity that is separate from its members; as such, members are typically not personally liable for the company’s losses. An LLC is structured and managed according to its written Operating Agreement. Professionals can organize LLCs and provide services as LLCs. LLCs are formed by filing paperwork with the state and paying the appropriate filing fee. LLCs are not taxed at the entity level; instead, income is passed through to members, who are taxed at the individual level.
- S Corporation. An S Corporation is a corporation with the same features as a C Corporation, but which has made a valid election to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code (IRC). The way an S Corporation is taxed is similar to the way a partnership is taxed for federal income tax purposes. S corporations generally do not pay any federal income taxes. Instead, the corporation’s income or losses are divided among and passed through to its shareholders. The shareholders must then report the income or loss on their own individual income tax returns. As such, S corporations avoid double taxation that C corporations are subjected to. Like C corporations, S corporations are formed by filing the necessary paperwork with the state and paying the appropriate fee. In order to qualify for the S election, a corporation must satisfy certain requirements, including:
- The corporation must be a “small business corporation”, organized under United States laws, with no more than 100 shareholders, all of whom must be individual US citizens or permanent residents (green-card holders); or a small business or certain tax-exempt organizations.
- If the corporation had conducted business before making the S election, there is a limit on the amount of income it can earn from rents, royalties, dividends, and other passive income.
- C Corporation. Main features of C Corporations include:
- Power to act, hold property, sue and be sued in its own name;
- Legal existence, which is separate from the corporation’s shareholders;
- Centralized management in a board of directors and officers;
- Free transferability of shares;
- Limited liability of shareholders;
- Perpetual duration;
- Responsibility to comply with corporate requirements (holding shareholder meetings, election of directors, etc.);
- Failure to maintain corporate requirements may result in termination of the corporate status, so that the limited liability shield does not exist anymore;
- Possible double taxation: the corporation is taxed at the corporate level and then again at the individual level if dividends are distributed to shareholders.
A C Corporation is formed by filing necessary paperwork with the state and paying the appropriate fee. C Corporation can be a public corporation, in which most of the shares are held by the public, although public shareholders usually do not participate in management.
- Sole Proprietorship is a form of business organization in which all assets of the business are controlled and owned by one person, who receives all profits but is also personally liable for all losses. Sole Proprietorship is the easiest form of business enterprise, meaning that the owner is not required to file any government papers or maintain any organizational formalities, but it is also the least protected type of business enterprise. When you operate as a sole proprietor, your personal assets and wealth may be exposed to potential liability stemming from your business activities. Sole proprietor’s income is taxed at the individual level, while the entity is not taxed.
- General Partnership can be formed by two or more partners (co-owners), where a partner can be an individual or an entity. Each partner is individually liable for debts and obligations of the partnership that cannot be satisfied out of the partnership’s assets. A partnership is managed according to an agreement between the partners. Partnerships are not taxable entities for federal tax purposes but must report to the Internal Revenue Service (IRS) the information on the partners’ annual incomes.
- Limited Partnership (LP) is an entity formed by two or more persons, where at least one partner is the general partner who is subject to unlimited liability for the partnership’s debts and obligations, and at least one partner is the limited partner, whose liability is limited to the dollar value of his contribution. Limited Partnership is similar to General Partnership in many respects, including in terms of taxation, but provides the benefit of limited liability for the limited partner(s).
- Limited Liability Partnership (LLP) is a partnership in which some or all partners (depending on the jurisdiction) have limited liability. In an LLP, one partner is not responsible or liable for another partner’s misconduct or negligence.
- Limited Liability Limited Partnership (LLLP) is a limited partnership in which the partners have chosen to be a limited liability partnership, so that the general partner is not personally liable for the debts and obligations of the partnership.
- Professional Corporation (PC) is similar to C Corporation, but with the only business purpose of providing professional services through the company’s shareholders, directors, or officers who hold valid licenses to provide that service.
- Not-For-Profit Corporate Entities. A not-for-profit corporation is an entity where no part of the income can be distributed to its members, directors or officers, although the entity can reasonably compensate those individuals for their services. A not-for-profit corporation does not have any shareholders or shares; individuals participate in the corporation’s management by becoming members or serving as directors of officers. Traditionally, not-for-profit corporations are involved in education, religion, trade or charity activities, but they are not limited to those areas and can engage in any lawful activities. A not-for-profit corporation is not the same as a tax exempt corporation; in order to obtain tax exempt status, a not-for-profit corporation has to qualify for it.
Place of registration
Usually, the place of registration should be the state where you are doing business. “Doing business” in a particular state means that the entity is transacting systematic business within that state. A business entity is not considered “doing business” in a particular state just because it is involved in interstate commerce, a single transaction, a lawsuit, debt collection, or has a resident agent, owns property or has a bank account in that state. Every state requires business entities to license their intrastate business (business within the state), but no state can require entities to license their interstate business (business between two or more states), which is a power reserved for Congress.
If a business is registered in a different state from where it primarily operates, the business is subjected to regulation and taxation not only in the state of registration, but also in the states where it is doing business as a “foreign corporation”. However, if the entity wants to take advantage of a particular provision of another state’s corporate law, then registering in another jurisdiction can be beneficial despite the additional expense. In most cases, the alternative state a business might choose for registration would be Delaware.
Benefits of registering business in Delaware
Contrary to popular belief, most advantages of the Delaware law are not particularly helpful or even applicable to small business. For that reason, it may be more beneficial for you to incorporate your business in the state where you live and/or expect to do business rather than Delaware.
- Benefits of registering a business in Delaware include:
- Low organizational tax rates;
- Any partnership, association, corporation, or individual can act as incorporator;
- Corporations can issue stock options upon approval of the board of directors;
- Dividends can be paid out of surplus or net profits for the fiscal year;
- Majority vote of shareholders is enough to approve a merger, dissolution, sale or lease of the corporation’s assets;
- A shareholder’s proxy is valid for three years or longer, as stated in the proxy;
- Shareholders are not liable for wage claims.
International trade and customs
I.S. Law Firm advises clients on all transactional aspects of international trade and customs proceedings. We can help you understand and navigate trade policies, laws and regulations affecting international commercial transactions, customs, and export/import controls. We can represent both domestic and foreign clients in trade litigation before:
- US Federal Courts,
- the United States Court of International Trade,
- the International Trade Commission,
- the Department of Commerce,
- US Customs and Border Protection, and
- The Office of the US Trade Representative.
Disputes and litigation
No matter how carefully you prepare, the reality in today’s world is that many business deals end up being litigated. Litigation is unpleasant, costly, and potentially damaging to your reputation. We at I.S. Law Firm work hard to keep your business out of court. Because your reputation is our reputation, we zealously advocate for your interests when disputes arise, but we also take the utmost care to prevent disputes from occurring. But, when they do arise, we work closely with our corporate clients to find the most cost-effective resolution to commercial disputes, and we don’t charge any legal fees unless expressly approved by the client.
Commercial transactions and contracts
I.S. Law Firm is your ultimate resource for business transactions. We can professionally handle any transaction, be it a simple purchase or lease or a complex deal involving major companies and government agencies. We draft, review, and negotiate contracts and leases; handle acquisitions; and offer advice on numerous contract-related issues. See our business lawyer for the best advice.
If I get E-2 visa, can it lead me to a green card?
Depends on what you mean by “lead”. There is no visa or status that automatically leads to a green card. There is a common misperception about this. For example, an H-1B status does not “lead” to a green-card through employment. In fact, you do not need an H-1B status to have your potential employer sponsor you for employment-based green card. There are basis and procedures for non-immigrant visas, such as H-1B, E-2, L-1, and there are separate basis and procedures to apply for green card, such as employment-based green card process, family petitions, business, investment, outstanding abilities etc. The E-2 Treaty Investor Visa is a non-immigrant visa which allows entrepreneurs and their families to live in the United States and manage their businesses. You can renew E-2 status continuously in every 2 years. While you are on E-2 status, you can apply for green card through all available options such as investment (EB-5), employment (PERM), family petitions, extraordinary ability, national interest waiver and so on.
Here are the common ways, listed in the order of frequency, through which many of our E-2 clients eventually adjust their status in the US and become US permanent residents:
- The E-2 visa holder can be sponsored for employment-based green card by a potential employer who is able and willing to offer a permanent job to the E-2 visa holder.
- PERM for E-2 Spouse. Spouses of E-2 visa holders are eligible for work permit, also known as Employment Authorization Document (EAD). The EAD allows the dependent spouse of E-2 principal to work for any employer at any job. Quite often, after some time of employment, the E-2 spouse’s employer decides to sponsor the employee through PERM process and, in turn, all family members of the E-2 visa holder adjusts status to permanent residency in the United States and get their green cards.
- Additional Investment – EB-5. As we know, the E-2 visa requires around $100,000 and, sometimes, even smaller investment. In other words, it is for smaller businesses. But as the business grows and expands, the E-2 investor may decide to inject more money ($500K/$1mln) into the business, thereby enabling business to hire 10 or more employees. If that happens, the E-2 investor may now be able to apply for green card through the EB-5 investment program.
- Exceptional/Outstanding Skills. If the E-2 investor’s business is so successful and innovative that it impacts the industry or field in which the E-2 investor operates, then he or she may be eligible to apply for green card based on National Interest Waiver or Extraordinary Abilities.
- Family Petitions. Some E-2 investors have US citizen siblings or parents. Or they may end up getting married in the US or their children may naturalize through one way or another. If that happens, naturally, the US citizen relative can sponsor the E-2 investor for green card. Some of family-based petitions take many years of waiting in line. For example, a green card process through US citizen sibling can take 12-15 years. The beneficiaries of family-sponsored preference categories who are waiting for priority dates to become current need to have some type of independent non-immigrant status during that time to be able to live and work in the US while waiting. E-2 is a good status which enables the waiting family status to live and work in the US while waiting for their family-based petition’s priority date.
There are multiple other options one can become a lawful permanent resident. E-2 status does not preclude you from exploring all those options while you are in the US. The E-2 Treaty Investor Visa is a great tool for entrepreneurs and businessmen to establish and run their businesses in the US. It is often the first step in realizing your American Dream. For more information of obtaining E-2 visa, starting your business in the US, or applying for green card, please contact us at +1-703-527-1779 or via e-mail: [email protected].
I am a citizen of Ukraine and would like to apply for E-2 visa. Can I file for change of status or do I have to go back and apply through the consulate?
E-s visa applicants from Ukraine and other post-Soviet states frequently have difficulties with proving the source of income, because almost no one trusts banks or most individuals do not use bank accounts in Ukraine, Azerbaijan and other post-Soviet countries. Most transactions in those countries are made in cash due to the undeveloped and fragile banking system. Even if it is a sale of real estate, the initial transfer of funds occurs through a bank account, but then the seller immediately withdraws the funds and stores it in the form of cash. Income and taxes are very poorly documented. The good news is that the consulate there is aware of those conditions and is more liberal about tracking cash transaction. However, the USCIS here is not well aware of it and often denies change of status cases due to a lack of evidence proving source of funds invested. Therefore, I never recommend my clients from post-Soviet countries to file for change of status, and instead, advise them to go through the US consulate in their home country.
Additionally, the process through the consulate is more collaborative. If the consular officer is not satisfied with the evidence provided or has additional questions, you can go back and forth until the officer is satisfied. However, if you apply for change of status in the US, you do not get to communicate with the USCIS officer, other than responding to one dry request for evidence. If the USCIS officer makes an adverse decision, you are out of luck and run the risk of being deportable. Therefore, we always recommend to apply for E visa through the US consulate in the applicant’s home country.
Finally, applying for change of status inside the US is always a negative factor for your future visa applications through the consulate. The consulates are not happy when one enters the US with one type of visa and then changes it to another. Even if your change of status in the US is granted, you will still have to obtain the visa through the consulate whenever you decide to travel abroad. So, we recommend to apply from the consulate from the beginning and avoid dealing with the USCIS altogether.
How much money should I invest to get E-2 visa?
There is not the exact amount limit as a minimum or maximum for E-2 investment. The law requires that the investment be “substantial.” Typically, an investment of $100,000 or more satisfies the substantiality test. The important factor for E-2 investment is proportionality – the amount you invest should be proportionate to business you do. In other words, you must invest sufficient amount to ensure that the business operation will be successfully fulfilled. While making the decision, the USCIS considers substantiality of E-2 visa investment, which means the nature of the business and amount of the investment should be proportionate. Additionally, the higher investment amount makes it easier to obtain the E-2 visa.
Yes, the loan is one of the legitimate sources for E-2 investment. However, the loan cannot be secured by the assets of your E-2 enterprise. It can be either unsecured loan or a loan secured by your personal assets.
NOTICE: The information contained on this site is intended to educate the general public and not to provide legal advice. To obtain proper legal assistance, please contact a qualified attorney.
Article Title: Business Law
Short Description: To develop your business, you should use a business lawyer. We provide excellent legal support for small to mid-size businesses at all stages of development. Whether it is filing the paperwork to start a new venture or handling a complex transaction for a seasoned corporation, we have the experience and knowledge to meet all your business needs. Your success is our priority.
Author: Ismail Shahtakhtinski
Publisher - Orgnization: I.S. Law Firm, PLLC