There are three primary immigration options for starting and managing a business in the United States:

1. E-1 Trader Visa and E-2 Investor Visa: The E Visa category allows foreign nationals who are citizens of treaty countries to start businesses in the United States. There are two types of E Visas. The E-1 Visa allows individuals to enter and reside in the United States to carry out substantial international trade of goods, services, or technology between their qualifying home country and the United States. The E-2 Visa allows individuals to enter and reside in the United States for the purposes of investing (“substantial amount of capital”) to set up a business, practice, or office. The E visa status is usually granted in three month to two-year increments and can be extended indefinitely. The foreign national can renew the E Visa indefinitely as long as they continue to maintain an E business in the U.S. For more detailed information on E Visas please visit our Investor Immigration Page.
2. L-1 Multi-national Transfer Visas:  Internal (intracompany) transferees who have been employed outside the United States by an affiliate, subsidiary, parent or branch of the United States company in a certain position may come to work for the same company in the United States. If the foreign company wishes to open a new United States branch, affiliate, or subsidiary, immigration laws allow for the transfer of executive employee to open and manage the new United States entity through the initial start-up phase. Initial L-1 Visa status generally issued for up to three years and can be extended for a maximum of seven years for an L-1A Visa, or five years for an L-1B Visa. For more detailed information on L-1 Visas please visit our Employment Immigration Page.
3. EB-5 Investor Visa: The EB-5 program was established by the United States Congress in 1990 to facilitate increased investment in the United States economy. The EB-5 Visa is a way to get a green card (permanent residency) through investment. The EB-5 Investor Visa Program eventually enables qualified investors to become citizens of the United States. There are 10,000 EB-5 Immigrant Visas available annually. For more detailed information on EB-5 Visas please visit our Investor Immigration Page

There are many options for incorporating a business. The state where the business entity is incorporated (created) and the type of business that is created influences the type of incorporation. The two most popular options for incorporation are the Limited Liability Company (LLC) and the Corporation. Other common considerations that influence which type of entity might be the best fit for the business that will be incorporated include:

• Ownership of business entity: The owners of a corporation are shareholders, while the owners of an LLC are members. It is much easier to create separate classes of ownership within an LLC operating agreement than it is within a corporation because an agreement could be drafted to fit the desired ownership structure. However, unlike a corporation, a Limited Liability Company can be much harder to set up an equity incentive plan that includes stock options.
• Corporate Formalities: Unlike a Corporation, a Limited Liability Company does not have to hold regular meetings and keep corporate minutes, which reduces the paperwork of maintaining the corporation. A corporation must hold annual shareholder and board meetings to elect the board of directors and appoint corporate officers.
• Management: A Limited Liability Company’s members (managers) can manage the company. In a Corporation a board of directors handles the management responsibilities, while the corporate officers handle the day-to-day operations.
• Distributions of profits (shares): A Corporation must allocate its distributions in proportion to each shareholder’s ownership share. A Limited Liability Company does not necessarily have to allocate its profits or losses in proportion to each owner’s membership interest. Instead, the Limited Liability Company’s operating agreement can determine the distributive share of gains, losses, deductions, or credits.

There are many tax considerations in the United States for non-citizens or foreign corporations holding ownership in a United States business. Along with the complex United States tax issues; there are often even more complex international tax issues for both outbound and inbound transactions. In choosing the optimal entity choice, international investors or business owners must always align legal, tax, and accounting structures to avoid adverse consequences for foreign owned United States entities. Proper structuring or organization can create benefits such as deferral of tax and optimal utilization of foreign tax credits or even avoiding triple taxation in some cases.

These tax considerations include:

• Type of Entity:Generally United States businesses are classified as corporations, partnerships, or disregarded entities for United States tax purposes. Corporations are subject to income taxes separately from the owner(s), thus the proceeds of the business (shares) are then subject to second taxation on owner(s)’s personal taxes. The income of partnerships and disregarded entities is generally taxed directly to the owners of those entities (pass-thru entities).
• Federal and States Income Taxes:United States businesses are generally subject to United States federal and state income taxes. Federal corporate income tax rate is set at a rate of 21%. State corporate income taxes range from 0% to 12% depending on entity’s place of business and state of incorporation. Individual federal income taxes are imposed at graduated rates of 10% to 37% based on individual’s income. State rates for individuals range from 0% to 13.3%. Individual income taxes are generally imposed on individuals who own interests in partnerships and disregarded entities (pass-thru entities).
• Withholding Taxes:The United States imposes a 30% withholding tax on certain types of payments to non-citizens persons and on the branch profits, located in the United States, of foreign corporations. These payment subject to withholding tax include dividends, interest, rents, and royalties) and on the U.S. branch profits of foreign corporations. These 30% tax is generally imposed in addition to any applicable income taxes.
• Internal and Bilateral Treaties: Income tax treaties between the United States and another country can reduce or eliminate United States withholding taxes. These treaties may also stop United States income taxation altogether if a foreign entity does not have a permanent establishment in the United States.
• State Sales Taxes: Most states impose sales taxes on goods sold in their state. The threshold of activity that requires a seller to withhold on sales into a state depends on the state.
• Estate Taxes:The United States imposes estate and gift taxes on nonresident aliens that own property in the United States. United States treats shares of a United States corporation as situated in the United States and therefore these shares are subject to the estate tax.

With the ever-changing laws and regulations governing corporations, economic markets and institutions, business organizations across industries need to understand how these changes will impact them. Foreign companies planning on expanding into a United States market and non-citizen entrepreneurs planning on opening a new business in the United States need to comply with both state and federal laws. The attorneys at our firm are skilled at creating effective regulatory compliance plans to fit your business needs. Some of the most common regulatory compliance issues include:

• Corporate governance, institutional authority and regulatory limitations
• Corporate structure
• Fire resistance compliance
• Mergers and Acquisitions
• Outsourcing agreements
• State licensing and permits
• Examinations and dealings with regulators
• Privacy and Data Protection
• Environmental compliance (ETA)
• Workplace Safety
• Immigration Compliance
• Compliance of products imported into the United States with applicable law