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