Incorporating in the United States From Abroad

Are you a foreign national looking to grow your business in the United States? If so, you have probably wondered whether you can incorporate in the United States or how to do so. Well, the good news is that even as a foreign national, you can incorporate in the United States because U.S. citizenship or residence is not necessary for a foreign national to start or expand a business into the United States. In addition, the process to incorporate in the United States as a foreign national generally does not require any additional steps beyond what would be required from a U.S. citizen or resident.

Nonetheless, any foreign national considering incorporating in the United States should carefully think through the following:

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Pause Before Signing A Non-Compete When You Take A New Job

Many employees sign confidentiality and non-compete agreements when accepting a new job. While the stack of on-boarding paperwork for a new job seems routine, the obligations included in these non-compete agreements are anything but routine.

Employees must carefully understand and consider the obligations imposed by these agreements, especially because they generally apply whether an employee voluntarily terminates employment or the employer involuntarily terminates the employee. In other words, re-employment options are restricted whether you quit or are fired.

What can you do?

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Physician, Physician’s Assistant and Nurse Practitioner Employment Contracts

Many physicians are employed by physician practice groups or healthcare organizations. I read a fair number of physician employment contracts and they vary widely in their terms. No two are alike. However, there is one common issue that need to be addressed in these agreements – what to do if and when the relationship sours. The employment agreement should have a clear roadmap for how the situation will be handled, avoiding expensive litigation costs for both sides.

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What is a Liquidation Preference?

Many entrepreneurs are familiar with the term “preferred stock” or the term “Series A Preferred Stock,” but few understand what the “preferred” in preferred stock actually means. Generally speaking, preferred stock has additional benefits and rights afforded to the holder compared to those holders that own common stock. One of those benefits, is the right to a liquidation preference.

This article focuses on what the liquidation preference is with respect to preferred stock, and how a liquidation preference works.

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Should I convert my startup from an LLC to a Corporation?

Many startups are born in the form of a limited liability company, a.k.a LLC. I am not surprised as to why this is the case since LLCs are flexible, easy to form and maintain, often require less paperwork, are inexpensive to set up and provide certain tax advantages (e.g. avoiding double taxation).

However, founders often reach a fork in the road where they find themselves asking “Should I convert my startup from an LLC to a corporation?”. Getting to a decision on this question involves understanding the tax implications of the conversion, the tax implications going forward as a corporation vs an LLC and the process, timing and cost involved.

The purpose of this post is to highlight some of the factors and considerations one should think through when deciding whether to convert a startup company from an LLC to a corporation.

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How Start Ups Can Avoid Intellectual Property Mistakes

You’re launching a new business. You have a business plan. You have a marketing plan. You have a product development plan. But do you have a plan to protect your proprietary intangible assets? In addition to your valuable business and marketing plans, you will probably have website and marketing content, photos and videos, trademarks, logos, trade secrets and other proprietary information and documents. Different types of legal protection apply to different kinds of proprietary information. The four basic types of protection include patents, trademark, copyright and trade secret protection.

One of the biggest risks to your legal protection is not clearly understanding what can and can’t be protected and the best method for protecting each asset.

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Common Legal Questions Angel Investors Will Ask Before Making an Investment

If you are looking to raise money from an angel investor, it probably means that you are relatively early on in your business’s life cycle and may not have the revenue, growth and traction that later stage investments are based on.

In the angel round, this means that the business discussion is primarily going to revolve around your product, your marketing strategy, and how you plan on generating revenue, etc. Most founders (even first-time founders) are generally well equipped to have sophisticated discussions around these topics since they are so familiar with, and have given so much thought to, their business.

After these initial sets of discussions, the conversation generally turns to the legal related questions the angel investor will have around your business. Unfortunately, unlike the business-related discussion, the legal related discussion usually catches the founder(s) somewhat off guard.

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What You Need to Agree Upon Before Starting Any Type of Business Partnership or Joint Venture

One of the keys to success in a business relationship is having everyone “on the same page” when it comes to how the business will be operated. The best way to do this is to have an open conversation on key issues important to the business relationship and to document the understandings in writing.

The agreement can take many forms and have many names such as a shareholder’s agreement, operating agreement, joint venture agreement, partnership agreement and others.

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How to Incorporate a Business In The U.S. From Abroad as a Foreigner

As business has become more and more global, one question that we commonly encounter is whether a non-US citizen or resident can form, own and operate a business entity in the United States.

In general, one does not need to be a US citizen or resident to form, own or operate an LLC or a corporation. This general rule, however, does not apply to S corporations which require that each shareholder must be a US resident or citizen.

To dive a bit deeper, here are a few things that one should be aware of and consider as a foreigner:

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