Steps to register a company in the US?

[ThreeD]

I've been trying to find some information on how to register a company in the US! Is there one main website where you can go and download the forms that cover the entire US or do you have to file an application for individual states? If it's an application for one specific state, does that registration still cover the entire US?

What I also would like to know is if there is a database that lets you search the currently registered companies in the US, to check if my company name is not taken yet.

Thanks in advance

 

[RJ]

This is done on the state level if you're interested in registering a corporation or LLC. If you're doing a sole proprietorship or partnership, its usually done on the county level, or state level for some states.

So depends on what you're trying to do. Let me know and I'll point you in the right direction.

 

[Fundraiser]

Incorporation or formation of businesses in the US is done at the state level. Many choose Delaware or Nevada for a favorable tax environment and particularly Delaware for a highly regarded business legal system.

If a resident of the US and if you intend to do business in a particular state, often that state is the best selection. Most states have web sites established for information on business formation and for searching for and reserving a business name. There are also many companies that will handle the paperwork for you for as little as $100 plus the cost of the state fees.

If choosing to do business in other states than the one in which you are to be established, often the company must register as a foreign corporation in order to do business in those states.

The US federal government comes into play with the Internal Revenue Service and establishing a tax id or in electing to become a subchapter "s" corporation.

There are also countless books on the subject of forming a business available through amazon.com or bn.com.

I am not a lawyer and this is not legal advice. If you are unsure of what to do, retain a lawyer.

 

[ThreeD]

thanks for the response Ron and Fundraiser. I guess there are several things to say before going ahead with this:

1. We're not US citiziens. (I did however attend WSU for 4 years :D). I assume since we're not US citizens we have to register the company as a foreign Corporation.

2. The company we want to register in the US is already registered by us in Europe, to be more specific in Norway. We're currently doing the paper work to register the same company name in the EU.

3. 90% of this business will be online, the last 10% are what we call "buffer" space, in case we decide to bring some products /marketing ideas into the real world.

4. We want to register this company not only to conduct business in the US, but also to prevent people in the US from registering the same company name we use in Europe. (Would filing a TM solve this issue?)

Thanks again for the feedback, I appreciate all the help you guys give me

 

[slantednet]

thanks for the response Ron and Fundraiser. I guess there are several things to say before going ahead with this:

1. We're not US citiziens. (I did however attend WSU for 4 years :D). I assume since we're not US citizens we have to register the company as a foreign Corporation.

I don't think citizenship matters, but I could be wrong...

2. The company we want to register in the US is already registered by us in Europe, to be more specific in Norway. We're currently doing the paper work to register the same company name in the EU.

You don't have to register a corp here to do business here.

3. 90% of this business will be online, the last 10% are what we call "buffer" space, in case we decide to bring some products /marketing ideas into the real world.

Tax wise, it might be beneficial that you don't have stateside operations, consult your tax attorney. You don't necessarily have to state your business, but you do have to walk-the-walk of being a corp in the good ol USA, including regular board meetings, filings, etc.

4. We want to register this company not only to conduct business in the US, but also to prevent people in the US from registering the same company name we use in Europe. (Would filing a TM solve this issue?)

*Nothing* you do will *prevent* anyone from using the same company name or registering the same company name. If you form a deleware corporation under "ABC Inc." nothing stops me from doing the same in any of the 49 other states. Or getting an assumed name license in any of the hundreds/thousands of counties in the USA and commencing to do business as "ABC".

However, if your business is online, and your domain is pretty specific to your business name, then you shouldn't have a problem. You'll have to watch for squatters and be prepared to fight people trying to profit on your domain if that happens, but thats the same thing everyone faces. You can file for a trademark, if you wish, but you'll get the same protection if you can prove first use.

In any case, this is something you can't protect against. You can do alot to generate mounds of paperwork that might be useful in court someday, but that's about it. And, don't take this wrong, but if you had the money to drag a trademark dispute through the american court system, you wouldn't be asking this forum for business startup advice.

My advice - Do a diligent search for anyone else already possibly using your name, or a slight variation of it. If you don't find anything, then continue on using your name. First commercial use will usually trump trademarks anyways, so just use your name proudly.

IANAL and this is not legal advice.

Mike

 

[ThreeD]

*Nothing* you do will *prevent* anyone from using the same company name or registering the same company name. If you form a deleware corporation under "ABC Inc." nothing stops me from doing the same in any of the 49 other states. Or getting an assumed name license in any of the hundreds/thousands of counties in the USA and commencing to do business as "ABC".

However, if your business is online, and your domain is pretty specific to your business name, then you shouldn't have a problem. You'll have to watch for squatters and be prepared to fight people trying to profit on your domain if that happens, but thats the same thing everyone faces. You can file for a trademark, if you wish, but you'll get the same protection if you can prove first use.

In any case, this is something you can't protect against. You can do alot to generate mounds of paperwork that might be useful in court someday, but that's about it. And, don't take this wrong, but if you had the money to drag a trademark dispute through the american court system, you wouldn't be asking this forum for business startup advice.

Hey Mike, thanks for the feedback Appreciate the long reply. I guess you pretty much answered all my questions pretty straight forward.

The domain name representing our business is a 5 letter .com so it doesn't exactly give away the name of the business. The business is a 3 word name, the domain contains the first 3 letters of the first word and the first letter of the 2nd and 3rd word. We've done a ton of research on the other domain names, registered all possible TLD's, registered other related domain names and redirected them all to our main domain.

This may seem like a stupid question, but you're telling me other people could go off and register Google Inc or Microsoft Inc in any country where they aren't already represented - without getting into trouble?

A little note on the trademark dispute / american court system comment - this actually has nothing to do with money. It has to do with saving ourselves a lot of time and potential problems if any would ever occur in the future. I've talked to several lawyers over here, some say this and some say that. They all give you the basic information - but when things get complicated they all give you different advices. It seems that a couple of issues hover in a greyzone area that are hard to put into place.

Again, I appreciate your reply and the time you took to help me out. Thanks again

 

[RJ]

You can form a corporation in a business-friendly state such as Nevada, Wyoming, or Delaware. I know Nevada for one allows 100% of corporate stock to be held by non-US citizens. Doing so would give you an operating business within the United States, as long as you kept up with your annual filing and fee.

If you need a hand forming a corporation or establishing a US mailing address, I can help. However, if your only purpose of forming a US corporation is to protect your business name, that might not be neccessary.

A federally registered trademark in the US can prevent other companies from using that name for business within the same industry, within the United States. I'm not certain what the process is for foreign citizens to register a US trademark, if its different at all, but a US corporation can own a trademark.

To answer your question, you would not be able to go to another state and start up an internet search engine called Google Inc.. Trademarks are specific to a field or industry though, so it may be possible to launch Google Auto Repair or Google Shoe Shine in another state, but stay clear of anything remotely related to the Google we all know is in. There's a lot of grey area.

 

[slantednet]

This may seem like a stupid question, but you're telling me other people could go off and register Google Inc or Microsoft Inc in any country where they aren't already represented - without getting into trouble?

Short answer, Yes. Remember, this is a civil issue, not a criminal one. The only person that can bring action against someone for infringing is the person/organization that is injured by that person. So yes, there's nothing stopping you from doing just that, and not even in another country, but heck, across states. Until Microsoft or Google finds out and sues you to protect their name.

A little note on the trademark dispute / american court system comment - this actually has nothing to do with money. It has to do with saving ourselves a lot of time and potential problems if any would ever occur in the future. I've talked to several lawyers over here, some say this and some say that. They all give you the basic information - but when things get complicated they all give you different advices. It seems that a couple of issues hover in a greyzone area that are hard to put into place.

It's about money. It's always about money in civil cases. He with the fatter wallet can win even if he's "legally" wrong. It's the american way.

I know what answer you're looking for, but it's not as cut and dry as say, a central registry of business names for the country. Each county has it's own registry for the assumed names, and each state their own for Corps and the like. The federal government (IRS) may be the only central registry, but I don't really think they give a flip about two names colliding. And when you find someone competing with you in the same industry as you and using the same (or very closely resembling) name, there's no where to go and say "Look, I had this name first, see?" and it will all go away. You'll have to initate legal action, and if he's got a fat wallet and time to spare, he can drag the case out for years... can you afford that battle?

The way to protect yourself is to just do a diligent search on the name that you're planning to use. Alot of Incorporation companies will do this for you (here's a free basic one : http://www.corporate.com/trademarkSearch.jsp ) ..

Again, I appreciate your reply and the time you took to help me out. Thanks again

Good luck!

 

[ThreeD]

Ron, slantednet - thank you so much for clearifying all this! I've been in touch with a couple of lawyers in the last couple of days - I'm hoping for their feedback to come in today. Lets hope they bring some positive news to the table.

I guess my last question would be, would I register the company as a C-corporation? I read last night that s-corporations only can be owned by US citizens - and I doubt they'd make an exception for me

Ron, thanks for offering assistance. Appreciate it very very much! I may take you up on that offer - I'll let you know

 

[slantednet]

You really should consult a CPA or tax attorney here in the States on what the best option for you is.

Good luck with your ventures.