Canadian needs to incorporate in USA - which state is best?

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I am launching a membership website for weight loss. Since I won the website design portion of this in a contest by a USA web designer who specializes in this niche, and her requirements stated that it is for USA residents only, or for businesses registered in the USA, I must soon register my business name in the United States. I live in Montreal, Canada. It's not too far from Plattsburgh, NY where I have a mailing address at a mailbox store. I also have a virtual (VOIP) Plattsburgh NY phone number through Vonage and a personal bank account in that city. I also have a prepaid cell phone with a New York City phone number, but no longer have a mailing address in NYC (though I've often thought of getting one again for the prestige of having a NYC address).

My first thought was to register the business in Plattsburgh, NY since I can physically be there in an hour an a half if needed. But the State of New York seems to have some strict requirements for a lot of things. It seems I won't be able to get a business bank account without having a physical business address. I can't and don't particularly want to rent an office in Plattsburgh at this time. Am I missing something, or should I pass on New York?

Then I thought of Delaware. It's close enough that I could drive there once or twice a year if absolutely needed. And there seem to be some good tax advantages. According to some of those websites that offer business registration services, it's starting to look quite attractive.

But there's also Nevada. For some reason, whenever I see a business registered in Nevada, I often wonder if it's legit, since it's easy to register there and remain anonymous.

An alternative to Nevada seems to be Wyoming, with even easier requirements, anonymity and the like.

It almost seems to be a tie between DE, NV and WY. Although my preference, all things being equal, would be NY. Price is a bit of a consideration, but I wouldn't base my final decision on that. (Although if two states are roughly identical in in terms of meeting my needs and one was significantly cheaper for registration costs, I'd chose it). Or are there any other good states worth considering?

Lastly, I'm thinking of registering as an LLC. From what I've read, this seems to meet my needs, but then again, I've never done anything like this before. Any comments and suggestions would be most appreciated. I know... I should probably go consult an attorney... but I don't have that much cash to splash around on this, so I'm hoping some of you Warriors will be able to offer some tips (I won't hold you to it, strictly off the cuff here). Thanks!
  • Profile picture of the author seasoned
    I vote NEVADA! NO state income tax, easy, and INEXPENSIVE! Delaware IS better if you are LARGE and expect to be sued, etc... due to a better history, but nevada IS legit.

    Steve
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    • I agree Nevada is the way to go. I am very happy with my corporation out of Las Vegas plus it provides an excellent excuse to get away from the Canadian winter and spend a few days down there.

      Ben
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  • Profile picture of the author KenThompson
    I live here in Delaware. I think Steve (seasoned) is probably right about
    small vs large corps and incorporating here in DE. I also read something
    not too long ago, after the last national election, about DE being targeted
    for 'review' re it's corp friendly stance and laws. I do not know if anything
    more came of that.

    You're really probably better off doing your business from Nevada.
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  • Profile picture of the author copious
    Wow, thanks everyone! Some good input on Delaware. I didn't realize the benefits were more geared towards large businesses. Nevada was actually the first state that came to mind when I thought of this. Then I came across some online business registration sites that seemed to favor Wyoming as having everything and more that Nevada does. But I don't know if Wyoming really caught on yet.

    A New York address would be nice for the prestige (especially if I had a mailing address in New York City) but it's looking like Nevada may win out for the simplicity and no state income tax. Plus, like tenaciouscreations said, a good excuse to get away for a short vacation during the Canadian winter (though it won't be this winter, maybe the spring if anything).


    So far, Nevada seems to be winning me over!
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    • Profile picture of the author seasoned
      Originally Posted by copious View Post

      Wow, thanks everyone! Some good input on Delaware. I didn't realize the benefits were more geared towards large businesses. Nevada was actually the first state that came to mind when I thought of this. Then I came across some online business registration sites that seemed to favor Wyoming as having everything and more that Nevada does. But I don't know if Wyoming really caught on yet.

      A New York address would be nice for the prestige (especially if I had a mailing address in New York City) but it's looking like Nevada may win out for the simplicity and no state income tax. Plus, like tenaciouscreations said, a good excuse to get away for a short vacation during the Canadian winter (though it won't be this winter, maybe the spring if anything).


      So far, Nevada seems to be winning me over!
      From what I have heard, New York may really have nothing going for it. Delaware USED to be THE place! NOW, Nevada is one of the CLEAR winners. As I recall, MA, of all places, has some benefits, but I think IT may be subject to tax. Delaware basically has more case law to make law suits more predictable.

      A US corporation, under the law, is treated as a person, so its obligations ARE affected by its "birthplace"(state of incorporation). Nevada's laws are very forgiving and, though you DO have to pay business tax, for the business license, there is no state income tax. I don't know if you NEED an EIN, since you are canadian, but THAT would basically be the corporations SSN and, as such, subject it to federal income tax. For that, you might want to talk to a "resident agent" in Nevada, as they SHOULD know about this, or an accountant familiar with such setups. BTW, you probably DO need an EIN.

      BTW I am not a lawyer or accountant, but HAVE gone through this, and HAVE researched it a bit. Of course, I'm a US citizen. The EIN IS required, and better, since most suits would generally only affect THAT "person", EIN, etc....

      Steve
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  • Profile picture of the author KenThompson
    After reading Steve's post just above, I thought of something and
    wanted to pass along.

    Of course you should research the particular state's laws when you
    choose your state.

    If you have a partner, you may or perhaps should look into forming
    an LLC, Limited Liability Corp. This will afford both of you some
    protection in the event of a lawsuit. Probably will never be an issue,
    but it's smart to be ready just in case.

    This is something you can do regardless of the state, I think. But since
    you're not here in the US, I wanted to put that out there.

    FTC disclaimer, I guess: I'm not an atturney, can't even spell it. Average
    results from my free and probably worthless information is unknown but to
    your higher power. See your doctor, say 'hi' for me. This has been provided
    as the cheapest form of bad entertainment. I can't think of anything else to
    say other than Steve (seasoned) told me to say this. So sue him.
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    • Profile picture of the author Killer Joe
      Originally Posted by KenThompson View Post

      If you have a partner, you may or perhaps should look into forming an LLC, Limited Liability Corp.
      Ken,

      LOL, there is no such animal. A LLC is a Limited Liabilty Company.

      KJ
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  • Profile picture of the author copious
    Steve, sounds like Nevada is the one! I actually do have an EIN already. I got one when I registered a sole proprietorship in Plattsburgh, NY earlier this year. But my goals and project have changed. I never did anything with that business (although I might later on) but I guess the EIN still exists. So that may help. But I'll have to take a look at MA - a state I hadn't even considered.

    Ken, I was leaning towards an LLC as you were suggesting. But I won't have a partner - it will be just me. I think I can still go the LLC route even without a partner, but I'll have to recheck the requirements. When I read the outline of what an LLC is, it seemed like the best choice, but then again, I'm a total newbie at this so I could be totally wrong.
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  • Profile picture of the author copious
    Originally Posted by Nathan Segal View Post

    What about building an offshore entity, in, say, the Turks and Caicos islands?
    Perhaps for another project... I've heard offshore has a lot of advantages, but due to the rules and regulations of the contest I won for the design of the website, it must be USA based for this website.
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