Which governing law is best to use for an NDA between a Swedish and a Hong Kong company?

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.

From a legal standpoint: an NDA is an agreement - something contractual, and therefore is not limited (by law) to any specific jurisdiction. So, you can select Delaware or California, or India for that matter. From the business aspect, the best jurisdiction to select would depend on: 1. Jurisdictions that are known to be 'friendly' to your type of business. 2. Jurisdictions in which your lawyer is licensed to practice / the cost of lawyers isn't too expensive. 3. Somewhere not to far from where you are physically located - in case you actually have to go to court. Lastly, best to add a required arbitration or mediation clause if you don't have one. Good luck

More of a political answer than anything to be honest. Laws are created by politicians, politicians make their decisions based on lobbyists & public opinion. Lobbyists and public opinion can both be bought. One person only has one vote, a company can persuade millions of votes. Imagine what would happen if Facebook (or Reddit) put a tiny icon that say "Vote ________ for president", how many people that would influence to vote. Businesses are what influence & create laws in the end. Even your personal opinions come from businesses. Is it something you read in a book? Author makes money, textbook makes money. Read it on the internet? The website makes money. Learned it in school? University makes money, professor makes money. A business that is breaking a law is really just fighting the status quo of the established businesses, which might be why often new businesses think or might assume they need to do something illegal to get ahead. While established businesses such as Comcast or Facebook can break laws and it be "legal" (because they do it in the right way of course). But no, entrepreneurs don't need to do illegal things and break the law. Pick a business model, any business model, and then do it better.

I'll keep try to keep this answer brief, but there are several factors and nuances that can be discussed in more depth. Where you decide to incorporate partly depends on what your future goals are with your company. Companies that plan to seek venture capital or go public typically choose Delaware as the state of incorporation, and usually choose a C-Corp. Delaware has a very well developed body of law surrounding corporate governance and that provides comfort and more certainty to future VC investors. If you're not planning to seek VC money any time soon, an LLC is a smart decision because of the tax benefits it can provide to you as the owner. It sounds like you want to grow your company on your own without outside financing. If that's the case, I would recommend forming your LLC in California. Regarding California vs. Delaware, one benefit to forming your LLC in California is that you can avoid paying a registered agent fee which can cost anywhere from $100-200 a year. If you plan to seek venture capital down the road, you can reincorporate in Delaware.

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.