Enterprises to actively go out, often hear such plan: to set up in certain countries or regions ""."Point" only refers to.Branch, subsidiary, joint venture, or representative office, or offices, business, legal, and relates to the nature of tax have distinction.Therefore need to seriously study the selection.
In USA, Chinese funded enterprises, many branch.As in America, COSCO Americas, Haier USA, Bank of China New York branch, New York branch, Shuntian USA bean etc..With the name of the parent company.But there are also many not so.Such as the Xilin company CITIC Group, is invested and wholly owned.Glenoit company, Shanghai Haixin company.These are the subsidiary.There is a joint venture with local company.Such as Kang Sheng laboratory, Konka and Silicon Valley local joint ventures.Representative office is also a lot of.
Company category choice
The establishment of the company, first of all need according to the main target in the market orientation.In Europe, Asia, Haier America "point" is Haier.Their goal is to expand sales, but the larger goal is to make Haier become a world brand, like Panasonic, Sony, Hitachi, like general electric.It should do branch.COSCO in overseas also uses branch form, it is need to overall business group, strategic choice but also the establishment of the world brand.When the enterprise is not strong enough, to expand the market, or the capital operation has become the main target, the subsidiary is often a good choice.For example, CITIC Building in the Seattle area of Xilin company, the objective is to develop value-added wood resources and investment, there is no need to take branch form.Haixin acquisition glenoit come in the United States and Canada, the original sales channels, production and brand in the end, glenoit name should be retained, its relationship with Haixin headquarters is membership, not assigned.It is necessary to expand the North American market.
Secondly, consider the risk management
According to the USA law, liability company on the company's management and debt, the subsidiary company will not bear joint and several liability.America commercial operation and use of the law is very complex, there are many differences and asia.Therefore, many Foreign Company to invest in the United States, often like to set up a subsidiary.The initial establishment of overseas enterprises in America, should seriously consider this form.The joint venture company or partnership, is a common form of enterprise American.The joint venture company is a subsidiary company, also can be the branch.The real problem is the responsibility scope and the degree of risk.The limited liability company or a Unlimited Company.In the limited situation, investors could only bear the responsibility of investment.A few years ago American West Coast have a home in the same local joint venture, China lost, with capital is not enough.Losses.This is because in a Unlimited Company.
The business scope of choice
USA legal welcome foreign investment, generally not limited only business which, not specific provisions; but in addition to legal prohibition or restriction, can run.These prohibitions and restrictions relating to aviation, banking, radio and television, the arms industry, coastal and inland river shipping, mineral resources and energy exploitation, power and utilities, agricultural land, etc..As the production and sale of general civil products, does not require special approval scope.American no import and export right said.Domestic trade and foreign trade are the enterprise's own choice, therefore without approval.America no specific restrictions on business scope, but the state limit.Because the registration is in a state, is based on the law of the state, it is under the jurisdiction of other states.If approved by the state of New York, set up a company in New York, but to the Texas plant, must to the state registration of the factory.
Take the normal legal procedures
Some enterprises are in the USA established company is very complex, preparation is often a year to several years.To find the relationship between household help, but also many examples.In fact, registration is very simple, ask a lawyer to help draft registration certificate, to the office of the Secretary of state registration can be sealed.Generally not more than 5 days.The State Ministry of economic affairs, with investment.The best prior to the visit, your plan, and listen to the advice of their.First, they will provide you with a full set of information, including the state's introduction, investment specific procedures and requirements, the registration can get the help (taxation, financing, labor, training), they may also suggest you in where, can enjoy more concessions.You can ask them to help you contact the law firms, accounting firms, banks, industry associations, chambers of Commerce, Markets Advisory Inc.They will be glad to help, and free.Do not worry about what "the door into the hard, ugly face, difficulty".Because of the establishment of the company to the local governments to increase employment and tax revenue, but also difficult, really incredible.
Please USA lawyers and accountants, strictly abide by the laws and regulations
American is legalized country, legal registered company that, sure to please USA lawyer.The lawyer and discuss with you after the drafting of company registration certificate.The lawyer at the same time as the company "promoters" one.This is a formal name, but it is temporary, the goal is to the office of the Secretary of state for the record company certificate.Company law states are not consistent, but the overall structure of the same.And very complex, involving all aspects of the internal operation of a company.New York and California Foreign Company is relatively concentrated, the law is relatively loose and flexible.For example, the general state law the board of directors of the company at least three people, but the provisions of New York and Delaware law can only set up a board of directors, shareholders and no matter how many.California law stipulates that, if only one or two of the directors, can be only one or two of the directors.Directors without the Americans, the board of directors may be held in America outside.Some big companies, like the Dow Jones, Lazar asset company, in recent years have China or Japanese board.This operation and management more convenient.
Another very basic problem is the tax.In USA, tax evasion is a rat scampering in the street, everybody cries dozen sin.Not only is punished severely, but also from the discredited, very difficult to stay in business, except in American outside "off-site regeneration".But for foreigners, American tax is difficult to know and understand it.Therefore, in order to avoid the tax problem, must invite America firms do tax statements.In addition to file their federal tax, but also pay state taxes, fees, royalties.If you are America companies, non Americans directly or indirectly owned more than 25% of the equity (our overseas enterprises generally have of course), must also fill in the annual report in 5472 on a table, and the transactions report foreign shareholders.
Also note that the interstate business problems.As I have said before, the registered company is state law governs, therefore business registered in the outside, must outside corporation identity to prepare the operating state governments to apply, a payment of the application fee.You must specify a resident of the state to accept service of legal documents of the agent, and return to the state approved to operate after.To sum up, in a company American, is really easy to register, easy to open.But the law is very complex and strictly run.This is very different with the domestic situation.Therefore, to set up or are preparing to set up oversea company's enterprise, must study seriously and be familiar with relevant laws America, prepared in thought, somewhat in culture.