Opening a Delaware Corporation: an Incorporation Guide for Foreigners

Going to all this trouble to create accounts and upvote, then making empty blogspam-like comments... seems like a waste.

We shared the post with some friends, that's for sure. But everybody seems to have liked it. ain't that a good post? We thought that by writing about our incorporation adventures we would be giving back to the community. Sorry if you didn't like it, unfortunately we can't please everybody.

If you feel that friends shouldn't upvote a post, fine. That's your opinion of how the community should work and you are entitled to it.

But don't accuse people of "sock puppeting" unless you have all the facts. Sock puppeting implies creating faking accounts, which is not the case and this should be easy for the admins to verify. Also, stating that they used employees to upvote is pathetic, because they have no employees!

The truth is much simpler: OP wrote a blog post about his experience, posted it on HN and shared the link with his network of friends/acquaintances (myself included). I enjoyed the post, upvoted and wrote a positive comment. Period.

What is wrong with that?? I am a real user (746 days old account) and legitimately thought the post was well written and very helpful for other starting entrepreneurs. It seems many other people also found this to be the case, as there were several links to the post in the local media, not to mention dozens of comments on the original blog. (Sock puppets too??)

In the future, I will disclose even a remote relation to an OP when I write a comment, just to be safe. But, please, don't go around making accusations based on loose facts and general suspicions. Witch-hunting is just as harmful to HN.

I don't think so. The lawyer helped us a lot with incorporation, TOS, Stock options, so we spent U$2k. This is not directly related to incorporation, but we did some of this stuff in the same pack. Will clarify on the next post.

On the next post we will publish about opening a bank account. We chose Silicon Valley Bank. Great entrepreneur support there.

I did this in June. I'm from Canada and my partners are Australian so for us it was a bit easier. I took all the incorporation documents and my personal identification and drove across the border to open our accounts. The process was straightforward and simple and the business manager at the bank knew how to handle it. That said I think its easier for Canadians than people from other countries.

You need a corporate resolution authorizing you to perform financial actions on behalf of the company, and this needs signed by officers of the company (which may also be you) and stamped with the company seal. There are plenty of examples online.

Take this, along with copies of your articles of incorporation and government issued photo id, to a bank of your choice and you're all set. To speed things up you may want to call ahead and make an appointment with whoever deals with new business accounts at the branch.

Since we're not in the U.S. (yet) we do not need to pay taxes twice. We work from brazil as contractors to our U.S. company. So the company pays taxes in the U.S. and the individuals pay income taxes in Brazil.

I managed to set one up last week with Wells Fargo. They wouldn't set up a credit account without a SSN, but I have check and savings. Granted, it was because I'm moving there next week, but the process only took an hour, and a few scanned documents.

In our case we have a board member that lives in the U.S. and helped us with the U.S. address. We also have a virtualpostmail address for mailing purposes only.

The US doesnt have any double tax treaties. If you are Brazil resident, but have US income you may well be double taxed if you are employed in the US. If you are not Brazil resident then Brazil wont tax you. Only the US taxes non resident citizens I think.

Glad you liked! He is, have you seen his bloig startuplawyer.com? Helped us a lot!

No its about trying to pay less tax. It will cost more in fees etc.

Delaware law is very favorable to the corp.

As an aside: Nevada used to be a big flag to the IRS, since it was one of the few states (the only?) that did not data share with the feds.

check this out! -> http://news.ycombinator.com/item?id=2997975

Note that the company being written about in the article is not based in the US, so their situation is different from that of most people incorporating a US company.

For most small companies in the US, the number one reason they pick Delaware is simple: fashion. They see that's where a lot of big companies incorporate, so they want to be there too. For the vast majority of businesses there is no real advantage over incorporating in their own state, and the latter is usually more convenient and often cheaper.

Delaware has some very favorable laws for banks, which is a big reason they are often there. They also have a court system that handles corporate matters in separate equity courts instead of through the regular jury-based courts. This streamlines complex litigation and gets you judges experiences in such matters. This can be a real advantage if you are the kind of company that is expecting complicated issues relating to shareholders or corporate governance, which is why many large public companies incorporate there.

Some prominent examples of big public companies NOT incorporated in Delaware are Apple (California) and Microsoft (Washington). (Microsoft has bounced around--they incorporated in Washington in 1981, then reincorporated in Delaware in 1986 and then reincorporated back in Washington in 1993 where they have stayed).

Nevada is popular for many small companies because it has good protections on privacy if you want to keep your name out of the public record associated with your company.

Delaware is a the most common place for incorporation mostly because they have by far the most legal precedent. This reduces legal uncertainties. This also means that, in general, corporate lawyers are familiar with Delaware codes w.r.t. incorporation.