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기업회원가입

HOME < 해외법인지사설립 < 해외법인설립
 
 

 

국제법률연구원(ILRI)은 2001년부터 국가별 현지 로펌들과 해외법인설립 온라인 시스템인 "오이오스 (OIOS: Overseas Incorporation On-line System)"를 개발하여 서비스를 제공하고 있으며 설립후 이사회/주주총회/세금/연례보고 등 법인운영을 대행하는 BIK 서비스도 제공하고 있습니다.
(참고. http://www.ilri.co.kr/law4.htm  그리고, 미국의 경우 www.sos.주이니셜(ca/ms 등).gov에서 설립안내 가능)
Establish a company in your desired country,   Business setup in around world. International Legal Research Institute(ILRI) is committed to its promise of empowering clients and investors by offering a cost-effective and world-class economic zone with customisable packages and services.   We connects investors to growing markets.   Select your suitable legal entity, license type and facility.   We'll guide you from filling out your application all throughout submission, ensuring that all requirements are met.   Your license will be issued along with your registration and bank account will be opened upon completion of the registration, then proceed the visa application process.   Business setup in around world!
 
해외법인 등기증 국제법률연구원 동의없이 이미지 사용금지.
  미주 (North-South America)
 미국(USA)
캐나다(CANADA)
바하마(BAHAMA)
 
버뮤다(BERMUDA)
칠레(CHILE)
코스타리카(COSTA RICA)
 
 
브라질(BRAZIL)
멕시코(MEXICO)
아르헨티나(ARGENTINA)
 
 
베네주엘라(VENEZUELA)
파라과이(PARAGUAY)
도미니카공화국(DOMINICAN REPUBLIC)
콜롬비아(COLOMBIA)
 
 
 
 
  유 럽 (EUROPE)
프랑스(FRANCE)
독일(GERMANY)
영국(United Kingdom)
이탈리아(ITALY)
네덜란드(NETHERLANDS)
노르웨이(NORWAY)
 
 
스위스(SWISS)
벨기에(BELGIUM)
아일랜드(IRELAND)
핀란드(FINLAND)
덴마크(DENMARK)
스페인(SPAIN)
 오스트리아(AUSTRIA)
체코(CZECH REPUBLIC)
헝가리(HUNGARI)
 
 
스웨덴(SWEDEN)
러시아(RUSSIA)
카자흐스탄(KAZAKHSTAN)
 슬로바키아(SLOVAKIA)
슬로바키아(SLOVAKIA)
슬로바키아(SLOVAKIA)
 
 
폴란드(POLAND)
우크라이나(UKRAINE)
 
 
  오세아니아(OCEANIA) & 아시아(ASIA)
뉴질랜드(NEW ZEALAND)
호주(AUSTRALIA)
피지(FIJI)
 
 
홍콩(HONG KONG)
중국(CHINA)
인도(INDIA)
마카오(MACAO)
대만(TAIWAN)
베트남(VIETNAM)
 
태국(THAILAND)
태국(THAILAND)
필리핀(PHILIPPINE)
 
 
말레이시아(MALAYSIA)
인도네시아(INDONESIA)
싱가폴(SINGAPORE)
 
 
일본(JAPAN)
몽골(MONGOLIA)
파키스탄(PAKISTAN)
 
 
  아랍 에메레이트 연방(UAE)
두바이
사우디아라비아(SAUDI ARABIA)
아부다비(ABU DHABI)
 
 
 
 아프리카(AFRICA)
 
 
카메룬(CAMEROON) & OAPI
탄자니아(TANZANIA)

 

 

 

  해외법인 형태별 장단점 (국제법률연구원 www.ilri.co.kr 자료 무단사용 엄금)
 회사종류
Annual
Meeting
주식거래
장점
단점
1. Sole Proprietorship
비의무
주식없음
설립 간편
결정권이 오너에게 있어 결정이 신속. 수익은 오너의 몫
법적 구속이 적음
• 폐업 간편
• 낮은 세금
직원채용 어려움
자금 조달 어려움
외부자본 유입불
존속기간이 한정적
• 사업주 무한책임
2. General
Partnership
비의무
자유
• 2인 이상이 결합한 것외에는 개인회사와 비슷
조합은 개인간, 회사간, 신탁간, 다른 파트너간 연계 가능
설립 간단
조직과 의사결정 과정 유연.
파트너의 능력과 기량 충분 발휘
자금조달 용이
파트너들이 사업에 적극적
법적입장명확
• 수익에 대한 직접 과세가 없고, 자본 배분에 의한 이익, 손익을 개인소득 수준으로 과세.
회사부채에 파트너들의 무한책임
파트너십에 대한 청구에 개인책임을 보호받지 못함
파트너십 존속기간만 사업 진행
파트너 사망시 사업 종료.
결정권이 분산되어 있어 파트너들간의 동의로 구성
구두상 동의 가능하지만 문서동의가 의견 대립 해소 예방.
3. LP
(Limited Partnership)
(합자회사)
비의무
자유
• 1인 이상의 무한책임출자자와 유한책임출자자가 각 1인 이상으로 결합한 2인 이상의 파트너십 회사.
무한책임출자자는 회사채무에 대한 무한책임
유한책임출자자는 약속한 자산 범위내에서만 책임
유한출자자는 경영 권한이 없음
4. LLP
(Limited Liability Partnership)
비의무
자유
모든 파트너들 유한책임 보호받음
현재 파트너십이 Corporation Bareau에 양식 DSCB:15-820A로 신고해야 함
5. C corporation
(주식회사)
의무
자유
• "C"는 사업구조형태가 아닌 세금지위상태를 의미
주주 유한책임
회사 영구존속
• 임원 변경 간단
사업 확장 간단
세금은 회사와 주식배당금을 맏은 주주들이 납부
회사의 손실 공제 받을 수 없음
법적 구속이 많음
경비 내용의 계약을 체결해야함
• 법인과 주주에게 이중으로 과세함
6. S corporation
의무
자유
• "S"는 사업구조 형태가 아닌 세금지위상태를 의미
장점은 보통 법인과 동일
• 법인 수준의 과세는 없으며, 파트너십과 유사한 세제 혜택
주주 수 제한(최대 75명)
투자를 유치할 수있는 %에 제한
연방에서 S 지위를 얻지 못하면 S Corporation 불가
• Capital Stock Tax 납부의무는 다른 회사들과 같음
다른 법인 또는 비거주자 외국인은 주주가 될 수 없음
• 자회사를 소유할 수 없음
7. LLC
(Limited Liability Company)
비의무
승인필요
주식회사와 파트너십의 혼합 형태
주식회사의 유한책임의 유리한 점과 파트너십의 유리한 점을 결합
구성원은 법인과 같이 유한책임
법인 수준의 과세는 없으며 구성원 개인에게 과세됨
• 구성원 수의 제한이 없음
존속기간 한정적
• 사업형태로 인정된 역사가 짧아 법률의 적용 및 해석이 주에 따라 불일치
8. Joint Stock
 
 
외국투자자 현지투자자 공동출자
출자비율에 따라 권리/손익 분배.
9. Joint Venture
 
 
외국투자자 현지투자자 공동출자
계약에 따라 권리/손익 분배.

 

 회사 종류별 특징
 
목차
 
1. Corporation 개요
2. S corporation, C Corporation 특징
3. Limited liability company(LLC) 특징
4. Professional Entity. PC, PLLC 특징
 
1. Corporation 개요
코퍼레이션은 소유주와 별개로 설립 가능.
A corporation is a legal entity that can exist separately from its owners.
Creation of a corporation occurs when properly completed articles of incorporation (called a charter or certificate of incorporation in some states) are filed with the proper state authority, and all fees are paid.
 
서류작성.
What paperwork is required to incorporate?
Articles of incorporation conforming to state law must be prepared and filed with the proper state authorities and filing fees, initial franchise taxes, and other initial fees must be paid. If you incorporate through Business Filings Incorporated, all you need to do is complete the online order form, and Business Filings prepares and files your articles of incorporation. Additionally, the price you pay includes all filing fees.
 
회사명 선택.
What should I name my corporation?
Choose the name of your corporation carefully. It is very important that you portray the image you want for your new corporation. Legally, the name you select must not be "deceptively similar" to any existing corporation or must be "distinguishable on the record" of your state. For example, if a corporation named Flower Corp. exists in your state, you probably would not be allowed to name your business Flour, Inc. It is possible that the name you select will not be available; therefore, we ask for a second choice on the incorporation order form. Additionally, the name you choose must show your business is incorporated. Most states require that the corporate name be followed by some type of indicator, such as Corporation, Incorporated, or an abbreviation.
 
장점.
What are the advantages of incorporation?
One of the primary advantages of incorporation is the limited liability the corporate entity affords its shareholders. Typically, shareholders and directors are not liable for the debts and obligations of the corporation; thus, creditors will not come knocking at the door of a shareholder or director to pay debts of the corporation. In a partnership or sole proprietorship the owner's personal assets may be used to pay debts of the business. Maintaining the limited liability of a corporation requires that the shareholders and directors follow all the rules of governance, including holding annual meetings and maintaining meeting minutes, which is why we offer corporate forms disks and corporate kits as part of our complete incorporation package.
Other advantages:
- A corporation's life is not dependent upon its members. A corporation possesses the feature of unlimited life. If an owner dies or wishes to sell his or her interest, the corporation will continue to exist and do business.
- Retirement funds and qualified retirement plans (like 401k) may be set up more easily with a corporation.
- Ownership of a corporation is easily transferable.
- Capital can be raised more easily through the sale of stock.
- A corporation possesses centralized management.
 
단점
What are the disadvantages of incorporation?
The primary disadvantage to a corporation is double taxation. Profits of a corporation are taxed twice when the profits are distributed to shareholders as dividends. They are taxed first as income to the corporation, then as income to the shareholder. All reasonable business expenses such as salaries are deductions against corporate income and can minimize the double tax. Further, the double tax can be eliminated by making an S corporation election.
Other disadvantages:
- There is more complexity and expense with forming a corporation.
- There are more extensive record keeping requirements.
- Operating a corporation across state lines often requires the corporation to qualify to do business in the other state.
 
2. S corporation 및 C Corporation
 
세금
Standard business corporations or C corporations are required to pay income tax on taxable income generated by the corporation. Making a subchapter S election by completing and filing federal Form 2553 with the IRS is a way to avoid having your corporation treated as a separately taxable entity. An S corporation is a standard business corporation that has elected a special tax status with the IRS. This tax treatment allows the corporation not to be a separately taxable entity. Instead, the income of the corporation is treated like the income of a partnership or sole proprietorship; the income is "passed-through" to the shareholders. Thus, shareholder's individual tax returns report the income or loss generated by an S corporation. To be classified as an S corporation, a corporation must make a timely filing of Form 2553 to the IRS. This election must be made by March 15 if the corporation is a calendar year taxpayer, in order for the election to take effect for the current tax year. A corporation may later decide to elect S corporation status, but this decision would not take effect until the following year. In order to qualify for S corporation status, the S corporation can have no more than 75 shareholders and must make the election to be an S corporation. The shareholders cannot be non-resident aliens. Also, an S corporation cannot issue preferred shares of stock with special liquidation, dividend, or conversion rights. To compare the S corporation to the C corporation and limited liability company, view our comparison page.
 
회사구성
What is the organizational structure of a corporation?
The organizational structure of a corporation relies on three basic groups: shareholders, directors, and officers. A corporation is owned by shareholders; however, they do not directly manage the corporation. Instead, they influence corporate decisions through indirect methods such as electing and removing directors, approving or disapproving amendments to the articles of incorporation and voting on major corporate issues. The directors, who comprise the "board of directors," are responsible for managing the affairs of the corporation. Usually, directors make only the major business decisions and supervise and appoint the officers who make the day-to-day business decisions of the corporation. Officers are responsible for the everyday management of the corporation. Typically, officers are appointed directly by the board of directors. It is important to note that a shareholder may serve on the board of directors and as an officer. In fact, in most states one person is enough to form a corporation.
 
설립 이사의 수
How many directors do I need to form a corporation?
Only one director is required in most states although you can elect to have more. Some states use the number of shareholders in the corporation to determine the minimum number of directors. If the number of shareholders is three or more, then the corporation must have three directors. If the corporation has less than three shareholders, then the number of directors may equal the number of shareholders.
 
회사등록처
Where should I incorporate my business?
One of the first decisions a business must make after deciding to incorporate involves selecting the proper state of incorporation. A corporation is not required to incorporate in the state of its operations; however, often the best decision may be to incorporate in your home state.
Two issues must be weighed to determine the proper state: (1) a dollars and cents analysis comparing the costs of incorporating in the state of operation versus qualifying to do business as a foreign corporation in the state under consideration and (2) determining the advantages and disadvantages of each state's corporate laws and tax structure. If the corporation is a closely held corporation and does business primarily within a single state, local incorporation is often preferable. The cost of local incorporation will usually be less than incorporating in another state and qualifying to do business as a foreign corporation in the state. A foreign corporation that qualifies to do business in another state is subject to taxes and annual report fees from both the state of incorporation and the qualifying state. Another disadvantage of incorporating outside of your home state is the possibility of having to defend a law suit in another state. For advice regarding which state is optimal for your particular business situation, consult an attorney or an accountant. During the life of your business, if you find that your company needs to foreign qualify to transact business in another state, Business Filings can assist with this process.
 
설립공고
What is a publication requirement?
A few states require notice to be published in a newspaper that a corporation or LLC has been formed. States with this requirement include: Pennsylvania (corps only), Georgia (corps only), Arizona (corps and LLCs), Nebraska (corps and LLCs), and New York (LLCs only). The filing performed by Business Filings completes the publication requirement for each of the states except for New York LLCs.
 
설립절차
How do I get started with the incorporation process?
If you choose to incorporate, articles of incorporation must be filed with that state and initial fees must be paid. Business Filings will complete these administrative tasks quickly and effectively. After your articles are filed, your corporation must hold an organizational meeting where bylaws are adopted and the incorporation process is completed. Share certificates should be distributed to shareholders and these transactions should be recorded on the corporation's stock ledger. All of this information should be kept in a corporate record book. Business Filings' corporate kit includes all of the information and paperwork needed to make this process easier. 
 
3, Limited liability company(LLC)
 
세금
How is an LLC taxed?
A state-registered LLC can be taxed for federal income tax purposes as a partnership. Under the check-the-box rules, an LLC can elect partnership status to avoid taxation at the entity level as an "association taxed as a corporation." If an LLC is not taxed as a partnership, it will be taxed at the entity level similar to a standard or C corporation. The state income tax treatment of LLC profits and losses may or may not mirror the IRS tax treatment depending on the state. For specific information on your state rules visit your state's web site. The web address can be found on our detailed state information page. Please note that California LLCs are subject to an annual minimum franchise tax of $800 per year. The first payment must be made within 3 months of forming your LLC. The state of California does send a bill to help you to remember to make this payment.
 
유한책임회사(유한회사) 특징
The limited liability company or LLC is not a partnership or a corporation. An LLC is a distinct type of business that offers an alternative to partnerships and corporations, by combining the corporate advantages of limited liability with the partnership advantage of pass-through taxation.
 
설립서류
What paperwork is required to form an LLC?
Articles of organization must be prepared and filed with the state and filing fees, initial franchise taxes, and other initial fees must be paid. If your LLC is formed through Business Filings Incorporated, all you need to do is complete our simple order form. We will prepare and file your articles of organization and pay the initial filing fees.
 
설립시 변호사 유무
Do I need an attorney to form an LLC?
No, an attorney is not a legal requirement. You can prepare and file the articles of organization yourself; however, you should understand the requirements of your intended state of formation. You can use our service to form your LLC and save money on attorney's fees. However, if you are unsure of what entity type would be most beneficial to your business, consult an attorney or accountant.
 
회사명 선택
What should I name my LLC?
Choose the name of your LLC carefully. It is very important that your name portray the image you want for your new company. Legally, the name you select must not be "deceptively similar" to any existing company or must be "distinguishable on the record" of your state. For example, if an LLC named Flower LLC exists in your state, you probably would not be allowed to name your business Flour Limited Liability Company. It is possible that the name you select will not be available; therefore, we ask for a second choice on the LLC order form. Additionally, most states require that the name you select show your business is a limited liability company, by including the words "Limited Liability Company," or the abbreviation LLC.
 
구성원수
How many people are needed to form an LLC?
The IRS does allow one member LLCs to qualify for pass-through tax treatment; however, taxation of one person LLCs at the state level may be different.
 
설립구성
What is the organizational structure of an LLC?
An LLC is owned by its members. They are analogous to partners in a partnership or shareholders in a corporation, depending on how the LLC is managed. A member will more closely resemble shareholders if the LLC utilizes a manager or managers, because then the members will not participate in management. If the LLC does not utilize managers, then the members will closely resemble partners because they will have a direct say in the decision making of the company. A member's ownership of an LLC is represented by their "interests", just as partners have "interest" in a partnership and shareholders have stock in a corporation.
 
회사운영
How is an LLC managed?
An LLC may be managed by its members (owners) or by selected managers. If the LLC is to be managed by its members, it operates much like a partnership. Each member has an equal say in the decision making process of the company. If the members choose, they may elect a manager or managers to act in a capacity similar to a corporation's board of directors. These managers are in charge of the affairs of the corporation. Member management is the normal default rule of state law. This means that if managers are not selected in the articles of organization, the members will direct the affairs of the LLC.
 
장점
What are the advantages of an LLC?
LLCs offer numerous advantages.
- Pass-Through Taxation: LLCs allow for pass-through taxation. This means that earnings of an LLC are taxed only once. The earnings of an LLC are treated like the earnings from a partnership, sole proprietorships and most S corporations.
- Limited Liability: The LLC owner's liability is generally limited to the amount of money which the person has invested in the LLC. Thus, LLC members are offered the same limited liability protection as a corporation's shareholders.
- Flexible Management Structure and Flexible Ownership is Permitted: Like general partnerships, LLCs are generally free to establish any organizational structure agreed on by the members. Thus, profit interests may be separated from voting interests.
 
단점
What are the disadvantages of an LLC?
The disadvantages of an LLC include:
- More Paperwork Than an Ordinary Partnership: Documents must be filed at the state level to create an LLC, which is not the case with a general partnership.
- Dissolution Date: Some states require that a dissolution date be listed in the articles of organization. This date may be amended. Further, certain events, such as death of a member, a member leaving, bankruptcy, etc. can be a dissolution event. A corporation has unlimited life and these events are not dissolution events for a corporation.
- Newer Entity Type: The LLC is a newer entity, and people are not as familiar with the LLC as a corporation.
 
유한회사와 S 코퍼레이션 선택
Should I choose an LLC or an S corporation?
While the S corporation's special tax status eliminates double taxation, it lacks the flexibility of an LLC in allocating income to the owners. An LLC may offer several classes of membership interests while an S corporation may only have one class of stock. Any number of individuals or entities may own interests in an LLC. However, ownership interest in an S corporation is limited to no more than 75 shareholders. Also, S corporations cannot be owned by C corporations, other S corporations, many trusts, LLCs, partnerships, or nonresident aliens. Also, LLCs are allowed to have subsidiaries without restriction. To learn more about the similarities and differences of S corporations and LLCs, click here. For advice regarding which entity is best for your particular situation, please contact an attorney or accountant.
 
설립공고
What is a publication requirement?
A few states require notice to be published in a newspaper that a corporation or LLC has been formed. States with this requirement include: Pennsylvania (corps only), Georgia (corps only), Arizona (corps and LLCs), Nebraska (corps and LLCs), and New York (LLCs only). The service performed by Business Filings includes the publication requirement for each of the above states except for New York LLCs. In New York, all LLCs formed or foreign qualified there are required to publish a notice of formation for six consecutive weeks in assigned newspapers. The publication is made at the county level in two newspapers as assigned by the local county recorder. The cost of this requirement varies greatly based upon the county where the business is located. In New York County, the publication costs will be higher than in the rest of the state. To comply with this requirement, please contact your local county recorder office and they will assign the newspapers. The county recorder phone number is located in the blue pages of your local phone book.
 
설립절차
How do I get started setting up an LLC?
After you decide to form an LLC, articles of organization must be filed with that state and initial fees must be paid. If you choose Business Filings to form your LLC, we will complete these administrative tasks quickly and effectively. After your articles of organization are filed, your LLC should have an organizational meeting where an operating agreement is adopted, interest certificates are distributed, and other preliminary matters are completed. Business Filings' LLC kit includes all of the information and paperwork to make this process easier.
 
4. Professional Entity. PC, PLLC
 
세금
How is a professional entity taxed?
Generally, the taxation of professional corporations and PLLCs is the same as standard corporations and LLCs. Professional corporations are taxed like C corporations (unless they make the S corporation election). However, some professional corporations do not have the advantage of graduated corporate federal income tax rates. Those professional corporations that are "qualified personal service corporations" may be eligible to pay a flat federal income tax rate of 35 percent. "Qualified personal service corporations" typically provide services in the fields of health, law, engineering, architecture, accounting, actuarial science, or consulting. You should seek the advice of an attorney or accountant regarding whether your company meets this classification in your state of formation. Professional corporations are allowed to file for S corporation status, which allows for the entity to have pass-through tax treatment. With pass-through taxation, the income to the entity is not taxed at the entity level; however, the entity does complete a tax return. The income or loss as shown on this return is "passed through" the business entity to the individual shareholders or interest holders, and is reported on their individual tax returns.
 
PC, PLLC 회사구분
What is a professional corporation or professional limited liability company?
Professional corporations (PCs) and professional limited liability companies (PLLCs) are corporations and limited liability companies organized for the purpose of providing professional services. What services constitute professional services are defined by state law, and differ from state to state. Typically, professions that require a license, such as doctors, chiropractors, lawyers, accountants, architects, or engineers are required to form professional corporations or PLLCs. Typically, professional corporations or PLLCs must be organized for the sole purpose of rendering professional services of the licensed practitioners.
 
전문회사 설립
How is a professional entity formed?
The formation documents, the articles of incorporation for a professional corporation and articles or organization for a PLLC, are similar to those of standard corporations and LLCs. However, with professional entities, the proper state licensing body must often approve the formation documents before these documents can be filed with the secretary of state. Further, the articles typically must contain the signature of a licensed professional as the incorporator, and that person's license number typically is required. Therefore, the filing time for professional entities is longer than the filing time for standard business entities. Due to the additional requirements for professional entities, Business Filings Incorporated charges a fee of $125 in addition to our standard corporation or LLC formation fees.
 
회사명 선택
What do I name my professional entity?
Choose the name carefully. It is very important that you portray the image you want. The name you select must not be "deceptively similar" to any existing corporation or must be "distinguishable on the record" of your state. For example, if a corporation named Smyth Architects P.C. exists in your state, you probably would not be allowed to name your business Smith Architectural Design Professional Corporation. It is possible that the name you select will not be available; therefore, we ask for a second choice on the incorporation order form. Additionally, the name you choose usually must show your business is a professional corporation or PLLC. Most states require that the corporate name be followed by the ending Professional Corporation or the abbreviations P.C., PC, or in some states P.A. (for Professional Association). For professional LLCs, the appropriate ending is Professional Limited Liability Company or PLLC. Depending on your state of incorporation, there may be restrictions that require the profession to be listed in the company name (for example, Johnson Chiropractic, PC). Additionally, there may be specific "restricted words" that are not available for use in names. Check the state specific page for your intended state of formation for more details.
 
주주와 임원 자격
Who can be a shareholder or director in a professional corporation?
Many states restrict who may be a shareholder or a director of a professional corporation. For example, in some states only licensed practitioners of the specific service that the corporation provides may own stock in the corporation and serve on the board of directors. Other states require at least 50% of the shareholders and directors to be licensed professionals.

 

  해외법인 혜택 Legal Benefits of Incorporation
 
해외법인 Corporation
해외지사 Branch Office
해외연락사무소 Non-profit Office
 
공통요건 1. Active Investement   2. Substantial Investment   3. Marginal Investment   4. Essential Role
 
- 이사, 감사, 자본금 제한 없음
No limitation of Director, Auditor as well as capital.
- 모기업이 자본금 50% 이상 소유
Mother company owns 50% of capital.
- 주거래 은행을 통해 송금(해외직접투자신고수리서, 투자개요서 작성)
 The capital or business expenses must be wired by major correspondent bank.
- 과거 연간 외화획득실적 미화 1백만불 이상 기업
Earning more than USD1 million through the business for past year.
 
- 주무장관 혹은 회장의 설치 추천을 받은 기업
Recommended by Minister or KITA to establish the business overseas.
- 비영리 Non-beneficial, 시장조사 Market research, 판로개척 Marketing, 거래상담 Business consultation, 연구개발 Research & Development.
- 설립 자격조건은 지사와 동일하며 추가로 지난 1년간 8천명 이상의 관광객 유치한 국제여행알선업도 가능  International Tourism Company recruiting more than 8,000 tourist for past 1 year.
 
One of the most significant benefits in incorporating your business is the fact that LLC owners are not personally liable for the debts and obligations of the LLC. However, sole proprietorships and general partnerships, as well as corporations, can be held personally liable for such debts. Therefore, if a shareholder acquired $100 in stock, he or she is only responsible to the company for $100 of that stock.
 
Other benefits include the following:
• Tax flexibility and other tax-related benefits. For example, corporations are taxed at a lower rate than the individual rate and own shares in other corporations. Only 20 percent of the dividends from these holdings are taxable. Corporations can carry an unlimited amount of losses into future tax years to offset their taxable income, while sole proprietors can only carry forward $3,000 in losses.
• Deductibles for business expenses
• Brand protection
• Added credibility
• Easier to obtain financing if incorporated
• Increased customer base as clients want to know that they can trust the business. Therefore, if the business is incorporated, there is an added level of credibility, which in turn, can increase your client base.
• Structure flexibility
• Unlimited growth
• Investment opportunities
• The ability to have a separate credit rating and build a separate credit history
 
You'll also want to determine where you should incorporate. States like Delaware, California, Nevada, Maryland, Pennsylvania, and Connecticut are favorable states in which to incorporate. While most people incorporate their business in the state they live and conduct most of their business, some business owners have found it beneficial to incorporate in any one of the aforementioned states.
Corporations and LLCs can own property, thereby increasing their assets and revenue by holding such an asset. But if either type of business incurs debt, that property could be affected. Now let's assume you own a corporation. You have your own personal property – your home. If the corporation incurs debt, your own personal property could in fact be affected. However, if you are an LLC owner, your personal assets cannot be affected. Therefore, any debts or obligations that arise out of the operations of an LLC cannot reach the LLC owner.
 
세금
 
사업세는 법인소득세, 직원사회보장세, 직원의료보장세 등이 있으며 주별 사업세가 적은 순서는 델라웨어주가 가장 적고 < 오리건 < 콜로라도 < 유타 < 아이다호 < 캘리포니아 < 네바다 < 플로리다 < 텍사스 < 애리조나 < 일리노이 < 와싱턴 < 뉴멕시코 <뉴욕주가 가장 많다.
 
1. 법인세
     
1) 연방(Federal)법인세:
회계기준에 따라 결산한 당기순이익에 세법상 여러 조정사항들을 반영하여 산출한 과세소득 기준으로 누진세율 적용. 과세소득이 1천만 달러 이상일 경우 35%. 주마다 다르지만 대략 5~9% 정도.
지사가 영업을 하지 않는 경우, 한미조세협약에 따라 연방법인세의 적용을 받지 않으나 뉴욕주처럼 영업을 하지 않는 외국법인에도 매년 일정액의 수수료($300)를 받는 주도 있dma.
연방법인세 비적용 대상은 고정사업장(permanent establishment)으로 간주되지 않을 경우, 상품저장, 전시 혹은 배달 목적으로 미국내 시설사용/미국내 보유 경우, 상품을 제3자를 위하여 가공하기 위한 목적으로 미국내에서 보유하는 경우, 한국회사를 위한 상품구입, 정보수집의 목적으로 고정사업장을 유지하는 경우, 한국회사를 위하여 광고, 정보 공급, 과학적 연구 혹은 이를 위한 예비적 보조적  성격을 지닌 유사한 활동을 위하여 고정 사업장을 유지하는 경우.
 
2) 주(State)소득세:   대부분의 주는 연방 정부의 한미조세협약을 인정하지 않고 본사의 당기 손익에 대하여 해당 주의 영업 비율에 따라 법인세를 부과.
     
    
2. 개인세 - 연방소득세(Federal Income Tax)와 주소득세(State Income Tax)
.
    - 누진세율 적용. 연방소득세는 소득에 따라 10%~35%, 주정부소득세는 주마다 다름.
    - 신고는 연방정부와 주정부 두 곳에 매년 신고,
    - 회사 연말정산과 별개로 본인 및 배우자가 세금신고서 작성 서명하여 발송.
    - 신고양식은 국세청(www.irs.gov), 주정부 홈페이지, 우체국, 도서관에 비치.
 
3. 사회보장세(Social Security Tax)
 
4. 의료보장세(Medicare Tax)
 
5. 사업자납세번호 (E.I.N. Employer Identification Number)
FORM SS-4를 작성해 미 국세청(IRS)으로 우편/팩스/전화/인터넷으로 신청. 작성: 회사명/주소/회사설립 주 및 카운티 명/EIN 신청자명 및 SSN 번호 (SSN 없는 경우 외국인 개인 납세자 번호 ITIN (Individual Taxpayer Identification Number 기입)/회사 형태/사업특성/신청사유/예상개업일/회계연도/최초임금지급일/향후 1년간 예상채용인원).
 
 
고용 Employment
 
 
  - 파견: 본사 파견 직원수에 대한 규제는 없으며, 업무관련 자격을 증명해야 함.
  - 채용: 현지 시민권자/영주권자를 채용해야 함.(국제법률연구원(www.ilri.co.kr) 자료 무단게재 엄금)     * 면접시 질문금지사항: 생년월일, 결혼/재혼전 이름, 결혼 여부, 배우자 이름, 배우자의 직장, 자녀의 수 및 나이, 국적, 인종, 성별, 종교, 노조활동, 급여압류여부 등. 범죄경력은 질문할 수 있으나 채용거부사유는 안됨.
  - 해고: 해고시 차별대우소송을 예방하기 위해 해고사유가 있다는 점과 모두에게 일관된 징계절차가 적용되었다는 것을 증명해줘야 함. (사실조사, 해고결정에 대한 변론, 단계적 징계 등 인사관리규정과 일치, 증인, 해고통보할 때 ‘결정되었다, 문제가 있다'는 표현 금지, 해고결정근거 설명하고, 실업수당과 고용추천 상담내용과 결과 기록, 물리적 행동(폭력) 할 가능성에 주의하여 대처.
  - 감원(Downsizing the Workforce) : 사전에 감원 대상자 선정을 위한 정당한 기준수립. * 일관성 있는 기준을 적용. 부적절한 감원 계획은 소송으로 인한 비용상승, 각종 차별 소송에 의한배상금, 잔류한 직원의 근로의욕 저하의 위험이 있음.