I'm starting a new startup with a cofounder. Do I need to also create a shareholders agreement or is a company constitution enough?

(I'm a small biz attorney who helps people with copyright, trademark, and other IP law, and I'm answering per U.S. law.) As soon as you take your idea and put it into a tangible format (write it down, create an infographic, record a video), then that writing/infographic/video is automatically protected by copyright law. You can record the copyright on it too, which makes it easier to protect and get damages from other people taking it. But the formula itself would be probably protected under trade secret law or patent law. Patent law obviously takes a bit more effort, because you have to apply for the patent and get your application examined by the USPTO, which takes years and $$$. Keeping it protected under trade secret law means you have to make an effort to keep it secret (which may not work if you are disclosing it as part of your marketing efforts), such as keeping it confidential and requiring NDAs. As someone else said, the other terms you use might be protected under trademark law. If a member of the public would use those terms to link your products/services with the source of the product/service (aka, your company), then they could be trademark-able. There are some state law protections for trademarks, and you can also file to register the trademark with the USPTO and get more protection. Hope that gets your started!

Yes you should be reporting the capital contributions. Under the old Form 5472 rules, it's true that only items that impacted taxable income would be reportable transactions. So, a capital contribution by you to the corporation would not be reportable, unless the equity contribution was somehow below or above a fair value contribution in exchange for services that you might provide for the corporation - essentially an imputed reportable transactions. When the IRS changed the Form 5472 rules to require non-U.S. owned single member LLC's, they expanded the reportable transaction definition to include virtually everything. The term “transaction” is defined in Treas. Regs. Section 1.482-1(i)(7) to include any sale, assignment, lease, license, loan, advance, contribution or other transfer of any interest in or a right to use any property or money, as well as the performance of any services for the benefit of, or on behalf of, another taxpayer. So, for example, contributions and distributions would be considered reportable transactions with respect to such entities. These amounts can be reported on Lines 12 and 25 with an explanatory footnote that clarities the amounts are capital contributions and not amounts that impact taxable income.

Disclaimer: I'm not a lawyer, I've never played one on TV, and it has been ages since I've stayed at a Holiday Inn. However, it sounds like you've stated clearly that your need is a lawyer who SPECIALIZES in contract law, with EXPERIENCE doing so for Digital Agencies. A great way to find someone like that is to ask other agencies that you have a good relationship with. For critical professional services like legal representation, I've always had a strong preference for a referral. Preferably from someone I know who has enough similarity in business and principles that I can reasonably expect to have the same good outcomes they've enjoyed. I'd say this is a matter of asking a few friends in the business for referrals - and then interviewing them. If you don't have friends in the business - consider searching Clarity for people with digital agency experience (rather than legal experience), and request a call to get their recommendations on counsel.

The HKG company has the same commercial law set of UK, that said, between the two it would be safer using an NDA fitting the latter.

In the US, terms and conditions do not override the law of the land. Depending on the exact situation, and intent, I would suspect that an entity could make the case for fraud, trademark infringement, theft, or copyright violation. The practice will likely get you blacklisted by any search engine of significances, undercutting whatever your objective was in the first place.