If you live in the United Kingdom and are wondering if it is possible to start a business in the United States while still staying in the UK, the good news is that indeed, you can start a business in the United States from the United Kingdom.
Interestingly, non-residents can own a business in the United States even though they are not citizens or don’t live in the country, although there may be restrictions on the type of business entity a non-resident can form.
Types of Businesses a Non-Resident Can Form in USA
The fact that a foreigner can start a business in the United States does not mean that there are no restrictions on the type of business you can start. In the United States, it is important to note that there are no citizenship or residence requirements for ownership of a C Corporation or an LLC but starting an S Corporation requires that you must be resident in the United States of America.
According to the IRS, non-resident aliens are not permitted to be shareholders. This means that a resident alien can own an S Corp while a non-resident alien cannot be an owner. This is because an owner must reside in the jurisdiction, or have a physical presence to be incorporated.
It is important to note that most states in the US designate that a Limited Liability Company (LLC) can be owned by anyone, including a non-U.S. resident. This means that a person not residing in the jurisdiction can incorporate as an LLC and operate it within U.S. tax codes without actually living here. There are, however — depending on the state — certain restrictions that must be followed.
In the case that a person qualifies as a “resident alien” under tax codes, they can be part of both corporations and LLCs, as owners, operators, or shareholders. A resident alien is defined as one who meets either the green card test or the substantial presence test for the calendar year.
Having said that, if you live in the UK and you decide to form a general partnership (which is the most suitable form of business to form as a non-resident), then the following steps will guide you;
A general partnership, the basic form of partnership under common law, is in most countries an association of persons or an unincorporated company with the following major features:
- Must be created by agreement, proof of existence, and estoppel.
- Formed by two or more persons
- The owners are jointly and severally liable for any legal actions and debts the company may face unless otherwise provided by law or in the agreement.
- It is a partnership in which partners share equally in both responsibility and liability.
Please note that when it comes to the structure of the general partnership, there are no restrictions as to who can become a partner in the business. There is also no legal minimum amount of share capital required to become a general partner.
The bottom line is that forming a general partnership business in the United States is simple.
How to Start a Business in the US from the UK
STEP 1: Choose A Name for Your General Partnership Business
It is up to you to come up with a name for your general partnership business, your name ought to be unique. US law explicitly states that your general partnership’s name should not be “misleadingly similar” to the names of other businesses on record with the Department of Assessments and Taxation.
To give you a better understanding, here are some of the naming guidelines:
- Your company should not include words or phrases that might make the public confuse your company with a government agency such as F.B.I., State Department, NASA, or Treasury. Examples of such restricted words include Bank, University, and Attorney.
- If you want to make use of restricted words like Attorney, Bank, and the rest, you will need more paperwork as well as a licensed individual such as a lawyer or doctor to be a member of your company
- You can check if the name you intend to use is available by carrying a search business
So also, you must make sure that the name you want to use is not already taken. You can check if the name is unique by searing the name on the State Website. Also, make sure your business can use its name as a web domain. Even though creating a business website is not on your plan, it is best you purchase the URL to stop others from using it.
After you have registered a domain name, consider creating a professional email account. A professional email that makes use of your domain name is vital to establishing trust between your business and its customers.
Step 2: Appoint A Registered Agent
Next, you are required to choose a registered agent for your general partnership in the United States of America. A Resident Agent is a person or company who receives your general partnership’s documents, notices, and legal mail (called Service of Process).
Because of this, the Resident Agent must have an actual street address in Missouri (PO boxes are not allowed by the state). Picture your registered agent as your company representative to the state. It is important to note that not everyone can be a registered agent. F
or a person to be eligible to become a registered agent, the person or corporation must be a resident of the state you intend to form the general partnership. That is to say, the individual or corporation must have a physical address within the state. Hiring a seasoned registered agent offers tons of benefits like privacy and peace of mind.
Step 3: Registering with the Secretary of State
In the United States, general partnerships are mandated to register with their local Secretary of State before they can begin trading. In some states, this registration procedure is not formally required, but general partnerships will probably still be required to obtain the necessary business licenses and fictitious name certificates.
Registering your general partnership with the Secretary of State in the state of California is a straightforward process, although not obligatory. Should you choose to register, simply fill out a Statement of Partnership Authority form. This form has a filing fee of $70.
In the state of Vermont on the other hand, general partnerships are required to register with the Secretary of State and must renew that registration every five years. Registration can be done online or through the mail. The filing fee is $125.00.
Regardless of what state your business is in, the necessary forms will ask for the following information:
- Name and address of each partner
- Company name and registered office address
- Contact information for the business’s registered agent
Please note that when you have received the relevant certifications and confirmation of fee payments, your general partnership is legally open and ready for business.
Remember: from now on, every document of business correspondence you produce must contain your company name, the legal form “General partnership,” and the location of the registered office. You are also responsible for notifying them of any changes like the withdrawal of partners or a new office address.
Step 4: Prepare and File the Articles of Association Form
For successful registration of your general partnership., you will be required to file articles of organization. In contrast to other legal documents, the structure and format of the articles of association are not subject to legal regulations.
However, it should at least be set down in writing (whether a verbal contract is legally binding is disputable). To prevent disputes within the company, it is advisable to specify the number of points. These include:
- Company name (freely selectable as far as possible, with the addition of a general partnership at the end)
- A registered office
- Business purpose (should be compatible with the characteristics of a commercial enterprise)
- Names and addresses of the partners
- Deposits (amount and terms of payment are freely selectable)
- Type of management (individual or overall management)
- Distribution of profits and losses among partners
- Resolutions on the termination and continuation of the company in the event of a partner quitting or dying (e.g. to prevent succession problems if the capital share of a deceased partner is transferred to the other participants)
Please note that a general partnership will require notarization if real estate (land, buildings) is brought as initial capital into the partnership as a contribution in kind by one of the partners. However, you should not shy away from consulting a legal advisor in the event of ambiguities, who will advise you when drawing up the articles of association.
As soon as the contract has been signed, your general partnership will initially be regarded as a partnership under civil law. Outwardly, the company becomes effective as a general partnership as soon as it begins trading, and has been registered with the local Secretary of State.
Step 5: Create an Operating Agreement
An Operating Agreement lists the rights and obligations of the members of the general partnership. These include rules on how the general partnership should be run, how taxes are to be paid, and how profits/losses are to be shared among the members.
The Operating Agreement also contains the list of members of your general partnership and how much their stake is in the business.
The Operating Agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members among themselves and to the general partnership. The Operating Agreement is purely an internal document and is not filed with the Secretary of State.
If an existing or newly created general partnership does not adopt an operating agreement, its existing articles of organization, bylaws or operating agreement, and/or its member control or limited liability company agreement will collectively become its operating agreement.
The bottom line is that in case your general partnership is sued, having an Operating Agreement shows that your general partnership is operating properly. This helps maintain your personal liability protection.
Step 6: Acquire an Employer Identification Number
An EIN is sometimes referred to as a Federal Employer Identification Number (FEIN) or Federal Tax Identification Number (FTIN) is a 9 – digit number similar to a social security number. The Employer identification number will be used to identify your business. It is like a social security number for your company.
An Employer Identification number is essential because you will need it to open a business account for your company, to hire employees as well as tax purposes. You can obtain your E.I.N. from the I.R.S. after creating your company. You can do it via mail or online. Note: It won’t cost you a dime to get an E.I.N. from the I.R.S.
You can obtain an EIN from the IRS either
- Via mail (approval takes 4 weeks)
- Via fax (approval takes 4 business days)
- Via online application (approval is instant at the end of the application)
Please note that partnerships must file Form SS-4 with the Internal Revenue Service. Form SS-4 is used to get an employer identification number, also known as a federal tax ID number, from the IRS. The IRS allows a partnership to file Form SS-4 online using the IRS website, by telephone, by fax, or by mail.
The partnership must state the name and address of the business, the nature of the company’s activities, and the number of people employed by the company. An authorized partner must include his name, address, and Social Security number on Form SS-4.
The IRS will immediately assign an EIN to a partnership that applies online or by telephone. Partnerships that apply by mail may wait as long as four weeks while it may take up to four business days to receive an EIN by fax.
Step 7: Securing Business Licenses and /or Permits
The next step you are expected to take is to secure your business license and permits as the case may be. The type of business licenses and/or permits your general partnership will need to legally operate in Missouri will depend on its location and the industry it is involved in.
Please note that to operate your general partnership you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc. Fees for business licenses and permits will vary depending on what sort of license you are seeking to obtain.
Please note that registering for state trade licenses is compulsory and depending on what kind of business you are operating, you may be required to register for a trade license. Different states have different business registration and licensing agreements. You can find out more information about what kind of requirements your state has by visiting the Small Business Association’s website.
Step 8: Sort – Out Taxes
Depending on the nature of your business, you may be required to register for one or more forms of state tax.
Sales Tax: If you are selling a physical product, you will need to register a seller’s permit through the state Combined Registration Online Application website. This certificate allows a business to collect sales tax on taxable sales.
Sales tax, also called “Sales and Use Tax,” is a tax levied by states, counties, and municipalities on business transactions involving the exchange of certain taxable goods or services.
Employer Taxes: If you have employees, you will have to register for the Unemployment Insurance Tax, and the Employee Withholding Tax through the Department of Labour, Licensing, and Regulation.
Step 9: Open Your LLC Bank Account
To keep your business finances apart from your finances, you should open a separate bank account for your general partnership. It will indeed help you maintain your personal liability protection. A separate bank account helps maintain your liability protection and it also makes business accounting and taxes a lot easier.
The items needed to open an account in the US are your approved Articles of Organization, EIN Confirmation Letter from the IRS, and your driver’s license or passport.
Tips: Look for free business checking: Call a few banks in the state you intend to open your general partnership and take down notes for comparison. Some banks charge monthly maintenance fees for your general partnership’s checking accounts, others don’t.
Debit card: A debit card for your general partnership will be issued when opening the account.
Credit card: If you want to start building business credit for your general partnership (or get travel and cashback rewards), you can get a credit card or two for your general partnership.
Step 10: Apply and Obtain Your Business Phone Number
Instead of using your home telephone number or your cell phone, you can purchase an affordable “virtual business number” specifically for your general partnership business. You can set this virtual business phone up to forward to your cell phone, go through voice prompts, or configure it any way you’d like.
Getting a separate business phone number for your general partnership is also a good idea to keep your actual number private from those pesky “public record” websites.
Unless otherwise provided in the partnership agreement, no one can become a member of the partnership without the consent of all partners, though a partner may assign his share of the profits and losses and right to receive distributions (“transferable interest”). A partner’s judgment creditor may obtain an order charging the partner’s “transferable interest” to satisfy a judgment.
Please, note that the information in this article is provided only for general purposes and it is in no way legal advice. No lawyer-client relationship is established or should any such relationship be assumed. For legal advice, please consult a professional lawyer.