Tipps zur Firmen-Gruendung

John.Doe

Well-Known Member
Tipps zur Firmen-Gruendung
(YesWECanDEl)

Wer sich mit dem Gedanken traegt, eine eigene Firman den USA auf zubauen, muss sich natuerlich erhebliche Gedanken machen, wie man es am besten anstellt.
Dazu gehoert erstmal die Ueberlegung, welche Rechtsform diese Firma haben soll/muss/kann.Dabei kommt es auch darauf an in welchem Bundesstaat man sich niederlassen will/moechte.
Weiterhin sind die anfaenglichen Kapital- und Finanzfragen und die Steuerfragen zuklaeren.

Zu diesen Punkten habe ich mal einiges zusammen gestellt, was natuerlich nur ein kleiner bescheidener Teil sein kann, aber doch einen Einblick gibt, was man so beachten sollte.

Rechtsformen:

Sole Proprietorship

The sole proprietorship is a simple, informal structure that is inexpensive to form; it is usually owned by a single person or a marital community. The owner operates the business, is personally liable for all business debts, can freely transfer all or part of the business, and can report profit or loss on personal income tax returns.

Limited Liability Corporation (LLC)

The LLC is generally considered advantageous for small businesses because it combines the limited personal liability feature of a corporation with the tax advantages of a partnership and sole proprietorship. Profits and losses can be passed through the company to its members or the LLC can elect to be taxed like a corporation. LLCs do not have stock and are not required to observe corporate formalities. Owners are called members, and the LLC is managed by these members or by appointed managers.

General Partnership

Partnerships are inexpensive to form; they require an agreement between two or more individuals or entities to jointly own and operate a business. Profit, loss, and managerial duties are shared among the partners, and each partner is personally liable for partnership debts. Partnerships do not pay taxes, but must file an informational return; individual partners report their share of profits and losses on their personal return. Short-term partnerships are also known as joint ventures.

C Corporation (Inc. or Ltd.)

This is a complex business structure with more startup costs than many other forms. A corporation is a legal entity separate from its owners, who own shares of stock in the company. Corporations can be created for profit or nonprofit purposes and may be subject to increased licensing fees and government regulation than other structures. Profits are taxed both at the corporate level and again when distributed to shareholders.

Shareholders are not personally liable for corporate obligations unless corporate formalities have not been observed; such formalities provide evidence that the corporation is a separate legal entity from its shareholders. Failure to do so may open the shareholders to liability of the corporation's debts. Corporate formalities include:
  • issuing stock certificates
  • holding annual meetings
  • recording the minutes of the meetings
  • electing directors or ratifying the status of existing directors
  • Corporations should always be assisted by a qualified attorney.

Sub Chapter S Corporation (Inc. or Ltd.)

This structure is identical to the C Corporation in many ways, but offers avoidance of double taxation. If a corporation qualifies for S status with the IRS, it is taxed like a partnership; the corporation is not taxed, but the income flows through to shareholders who report the income on their individual returns.

http://www.sba.gov/smallbusinessplanner/start/chooseastructure/START_BASIC_STRUCTURE.html

The following business structures are available in some states, but not all. Look at regional information to find options in your area.


Limited Liability Partnership (LLP)

LLPs are organized to protect individual partners from personal liability for the negligent acts of other partners or employees not under their direct control. LLPs are not recognized by every state and those that do sometimes limit LLPs to organizations that provide a professional service, such as medicine or law, for which each partner is licensed. Partners report their share of profits and losses on their personal tax returns. Check with your Secretary of State's office to see if your state recognizes LLPs and if so, which occupations qualify.

Professional Service Corporation (PS)

A PS must be organized for the sole purpose of providing a professional service for which each shareholder is licensed. The advantage here is limited personal liability for shareholders. This option is available to certain professionals, such as doctors, lawyers, and accountants. Check with your Secretary of State's office to find out which occupations qualify.

Limited Partnership (LP)

LPs have complex formation requirements, and require at least one general partner who is fully responsible for partnership obligations and normal business operations. The LP also requires at least one limited partner, often an investor, who is not involved in everyday operations and is shielded from liability for partnership obligations beyond the amount of their investment. LPs do not pay tax, but must file a return for informational purposes; partners report their share of profits and losses on their personal returns.

Non-Profit Corporations

These are formed for civic, educational, charitable, and religious purposes and enjoy tax-exempt status and limited personal liability. Non-profit corporations are managed by a board of directors or trustees. Assets must be transferred to another non-profit group if the corporation is dissolved.



Choosing a Business Structure

The five most commonly used business structures include the sole proprietorship, general partnership, limited liability partnership, limited liability company, and the corporation.

Selecting the one that best suits your needs and long term goals involves weighing a number of factors such as the source of your startup financing, the proposed ownership and management structure, the potential for liability, the tax treatment you are seeking, and the expense and formalities associated with setting up and maintaining the structure itself.

Based on your response to questions designed to elicit information concerning these factors, the wizard that starts below will help you weigh the pros and cons of each the five basic structures.

The wizard can provide you with information on the business structures that appear to best suit your needs and goals. It can not, however, make a final decision for you since it does not take into consideration the unique aspects of your particular situation or unusual variations in state laws. Therefore, your final choice of should be made only after consultation with a qualified attorney *, accountant or other professional business advisor.

http://www.abanet.org/legalservices/lris/directory/

Finally, keep in mind that you can always change later. For example, if you start as a sole proprietor, you can change to an LLC or corporation if your business grows or your need to limit your personal liability increases.


Steuerliche Fragen:

IRS Business Structure FAQs

Link to the IRS' website with answers to business structure questions.

http://www.irs.gov/faqs/index.html


Finanzieller Bereich:

Finances

Intimate knowledge for your business’ finances is essential to success. Know the various and ongoing processes and tools in managing your money, including estimating costs, financial statements, grants, funding, equity capital, contract surety bonds, and more.


Startup Costs

Every business is different and has its own specific cash needs at different stages of development; therefore there is no generic method for estimating your startup costs. Some businesses can be started on a shoestring budget, while others may require considerable investment in inventory or equipment. It is vital to know whether you will have enough money to launch your business venture.

To determine your startup costs, you must identify all the expenses your business will incur during its startup phase. Some of these expenses will be one-time costs, such as the fee for incorporating your business and the price of a sign for your building. Some expenses will be ongoing, such as the cost of utilities, inventory, insurance, etc.

While identifying these costs, decide whether they are essential or optional. A realistic startup budget should only include those elements that are necessary to start the business. These essential expenses can then be divided into two separate categories: fixed (overhead) expenses and variable (related to business sales) expenses. Fixed expenses will include figures like the monthly rent, utilities, and administrative and insurance costs. Variable expenses will include inventory, shipping and packaging costs, sales commissions, and other costs associated with the direct sale of a product or service.

The most effective way to calculate your startup costs is to use a worksheet that lists the various categories of costs (both one-time and ongoing) that you will need to estimate prior to starting your business. The following tools will assist you in performing that task:

PaloAlto Startup Cost Estimator

http://www.bplans.com/common/calculators/startingcosts.cfm?affiliate=pas

Business Know-How Startup Calculator

http://www.businessknowhow.net/bkh/startup.htm


Estimating Costs

In order to determine how much seed money you will need, you must estimate the costs of your business for at least the first several months. Every business is different and has its own specific cash needs at various stages of development, so there is no universal method for estimating your startup costs. Some businesses can be started on a shoestring budget, while others may require considerable investment in inventory or equipment. It is vitally important to know whether you will have enough money to launch your business venture.

To determine your startup costs, you must identify all the expenses that your business will incur during its startup phase. Some of these expenses will be one-time costs, such as the fee for incorporating your business and the price of a sign for your building. Some expenses will be ongoing, such as the cost of utilities, inventory, insurance, etc.

While identifying these costs, decide whether they are essential or optional. A realistic startup budget should only include those elements that are necessary to start the business. These essential expenses can then be divided into two separate categories: fixed and variable. Fixed expenses include rent, utilities, and administrative and insurance costs. Variable expenses include inventory, shipping and packaging costs, sales commissions, and other costs associated with the direct sale of a product or service.

The most effective way to calculate your startup costs is to use a worksheet that lists the various categories of expenses (both one-time and ongoing) that you will need to estimate prior to starting your business. The following tool will assist you in performing that task.



Startup Cost Estimate Calculator


http://www.bplans.com/common/calculators/startingcosts.cfm


Breakeven Analysis

Breakeven analysis is a tool used to determine when a business will be able to cover all its expenses and begin to make a profit. For the startup business, it is extremely important to know your startup costs, which provide you with the information you need to generate enough sales revenue to pay the ongoing expenses related to running your business.

A startup business owner must understand that $5,000 of product sales will not cover $5,000 in monthly overhead expenses. The cost of selling $5,000 in retail goods could easily be $3,000 at the wholesale price, so the $5,000 in sales revenue only provides $2,000 in gross profit. The breakeven point is reached when revenue equals all business costs.

To calculate your breakeven point, you will need to identify your fixed and variable costs. Fixed costs are expenses that do not vary with sales volume, such as rent and administrative salaries. These expenses must be paid regardless of sales, and are often referred to as overhead costs. Variable costs fluctuate directly with sales volume, such as purchasing inventory, shipping, and manufacturing a product.

The formula for determining your breakeven point requires no more than simple arithmetic.

Additional information on determining your breakeven point:

Will Your Business Make Money

http://www.dinkytown.net/java/BreakEven.html

Finance Start-Up

All businesses require some form of financing. An integral component of starting a successful business is raising sufficient capital. There are many challenges here, but numerous resources are available to help you.

General Financing And Accounting:

http://www.business.gov/phases/launching/finance_startup/index.html

In weiteren Postings werde ich dann noch auf folgende Punkte weiter eingehen, falls dieses gewuenscht wird:

Business Laws

Employees

Government Contracting

International Trade

Other Entrepreneurial Communities

Research And Resources

Taxes

Training

Work Environments
 

John.Doe

Well-Known Member
Firmen-Gruendung II. Teil​

Employees

Employees are the foundation of a successful business. Know the legal details, including: hiring procedures, equal employment opportunity, wages, benefits, taxes, minors, privacy issues, and termination.

Hiring Procedures

It is essential that you know the rules and regulations on hiring employees. This page offers specific information, including basic guides, registration, foreign workers, disabilities, social security verification, affirmative action, and training.

Union Requirements

Right to Work states secure the right of employees to decide for themselves whether or not to join or financially support a union, and makes it illegal for unions to require membership as a condition of employment. In non-Right to Work states, employees may be required to join unions in order to retain employment at some companies regardless of opposing political views or religious beliefs. If unions have or are forming in your business, find out what the law is in your state.

http://www.nrtw.org/rtws.htm

Reference Checks

When called for reference checks, employers are generally expected to reveal only the employees' date of hire, date of termination, and job title; they are prohibited from giving confidential information. If the applicant signs a waiver and hold harmless agreement as a condition for applying for employment, the employer may feel more comfortable specifying additional information specified by the agreement.

http://www.uschamber.com/member/default

Credit Checks

To obtain a credit report on an employee or prospective employee, the employer must provide clear and conspicuous written notice that a credit report may be requested and obtain written consent from the applicant or employee.

s. Link wie oben

Background Checks

Employers generally have the right to access arrest and conviction records that are public information, but whether employers can use such information for hiring decisions varies from state to state. Some states allow employers to discriminate based on criminal convictions, but not arrests. Other states apply varying rules depending on the position or industry being applied for.

http://www.privacyrights.org/fs/fs16-bck.htm

People With Disabilities

The Social Security Administration's Employers' website contains information about hiring people with disabilities, including tax incentives, referral services, FAQs, and helpful links to the Department of Labor's Office of Disability Employment Policy.

http://www.socialsecurity.gov/employer1.htm

Interviewing Guidelines

When interviewing job candidates, it's important to focus exclusively on the skill and experience needed for the position. This lawyers.com website offers in-depth analysis of interview dos and don'ts.

http://www.lawyers.com/legal_topics...ld/content/show_content.php?articleid=1001412

Hiring Employees FAQs

What labor posters do I need to display for my particular business?

The federal posters that should be on display for your business vary widely depending on the type of business that you are in. The U.S. Department of Labor has an interactive Poster Advisor tool that will walk you through the steps to determine the posters that you will need specifically for your particular business. In addition to knowing what federal labor posters you should have on hand, you should also visit your state labor office to determine the labor posters that are required in your state.

http://www.dol.gov/elaws/posters.htm

http://www.dol.gov/esa/programs/whd/state/state.htm

How can I find qualified employees?

Choose your employees carefully. Decide beforehand what you want them to do. Be specific. You may need flexible employees who can shift from task to task as required. Interview and screen applicants with care. Remember, good questions lead to good answers - the more you learn about each applicant's experience and skills, the better prepared you are to make your decision.

How do I set wage levels?

Wage levels are calculated using position importance and skill required as criteria. Consult your trade association and accountant to learn the most current practices, cost ratios, and profit margins in your business field. While there is a minimum wage set by federal law for most jobs, the actual wage paid is entirely between you and your prospective employee.

How do I determine whether a worker is an employee or an independent contractor?

A number of federal and state government agencies have various ways of assessing whether a worker is an employee or an independent contractor. Among those agencies are the IRS, the U.S. Department of Labor, state taxing authorities, and state unemployment and workers' compensation agencies. One of the more commonly recognized tests for determining if a worker is an employee or an independent contractor is the IRS' 20 factor test.

http://www.ftmn.com/Employee.html

http://www.irs.gov/pub/irs-pdf/p1779.pdf

http://www.irs.gov/pub/irs-pdf/fss8.pdf


Where can I get more information about employee labor laws?


http://www.dol.gov/asp/programs/guide.htm

https://www.dol.gov/compliance/guide/index.htm

Weitere wissenswerte Hinweise und Links zu folgenden Themen:

America's Job Bank

A listing of hundreds of thousands of job vacancies and thousands of electronic resumes.

America's Career InfoNet

A comprehensive source of occupational and economic information to help you make informed career decisions.

Federal Government Jobs Bank

Career opportunities with the federal government.

Verify Employees' Social Security Number

Verify employee Social Security Numbers for accurate W-2 wage reports.

Affirmative Action

For federal contractors and subcontractors, affirmative action must be taken by covered employers to recruit and advance qualified minorities, women, persons with disabilities, and covered veterans. Affirmative actions include training programs, outreach efforts, and other positive steps. These procedures should be incorporated into the company’s written personnel policies. Employers with written affirmative action programs must implement them, keep them on file and update them annually.

Employment And Training Administration (ETA)

The ETA is focused on understanding business' needs and funding training programs to help meet those needs. The information at this website will help you improve your workforce and take advantage of existing government programs.

Foreign Labor

Information provided by the Department of Labor on how to properly hire foreign labor.

Veterans

The Department of Labor assists veterans, reservists, and National Guard members in securing employment. A host of information is provided on how to hire veterans.

Ticket To Hire

Ticket to Hire links you to employment networks in your community that have motivated, qualified candidates within the Ticket to Work Program.

U.S. Equal Employment Opportunity Commission

The Commission's website provides information about federal equal employment opportunity law, guidance, practice, training, and more.

findet man dann hier zum studieren und nachlesen:

http://www.irs.gov/businesses/small/article/0,,id=98164,00.html

Equal Employment Opportunity

Owners must know the non-discrimination employment acts. This page offers information on specific topics like the American Disability Act for small businesses, list of prohibited discrimination factors, Equal Pay Act of 1963, and family/medical leave.

http://www.eeoc.gov/policy/index.html

Wages

Owners should learn the rules and regulations regarding employee pay. This page offers: minimum wage laws, competitive wages, worker’s compensation, and Department of Labor resources.

http://www.business.gov/business-law/employment/wages/

Benefits

It is essential that owners know about the benefits their employees may qualify for. This page offers specific topics, including benefit plans, pensions, premiums, retirement plans, and more.

http://www.business.gov/business-law/employment/employee-benefits/

Taxes And Withholding

It is essential that you know the legal regulations on your business’ taxes. This page offers state and local guides, IRS employment tax guides, tax forms, employment scenarios, and a withholding calculator.

http://www.business.gov/finance/taxes/

Employing Minors

Owners should know what to expect when hiring a minor. This page offers state and local guides, Department of Labor’s Youth and Labor resources, and child labor laws.

http://www.business.gov/business-law/employment/hiring/child-labor-laws.html

Privacy Issues

You should know the privacy laws that protect your employees. This page offers information on: state and local laws, the Employment Polygraph Protection Act, drug testing, and pre-employment testing.

http://www.business.gov/business-law/privacy/

Termination

You must know the laws when terminating an employee, especially at-will and firing justification.

http://www.business.gov/business-law/employment/terminating/

Employment Law

Owners must know the essential rules and regulations of managing employees. This page offers topics like employee registration, work hours, on-call regulations, employee handbooks, and Department of Labor Law Advisor.

http://www.business.gov/business-law/employment/resources/

Eine weitere empfehlenswerte Page zum Thema "Small Business", findet man hier:

"Welcome to Small Business Land"

http://www.smallbusinessland.com/index.php

Gruss
Michael

(Links Updated: February 2009)
 
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