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MenuWe are a Nigerian company opening up a Delaware C corp for the purpose of raising funds from US investors. Is there any tax levi on funds raised?
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Yes, you should read Do More Faster by Brad Feld and David Cohen from Techstars. It gives you great advice on what to consider when starting your tech company.
Raising capital through a Delaware C corporation does not create any immediate U.S. federal or state tax consequences. You should however be mindful of the compliance obligations related to operating a U.S. C corporation. A Delaware C corporation is required to file Form 1120 on an annual basis, even if there are no revenues or expenses. In addition, if the C corporation is owned by a non-U.S. company, such as a Nigerian corporation, a Form 5472 should be included with the Form 1120 to report the non-U.S. ownership of the Delaware corporation. Cash outflows of funds from the U.S. to a non-U.S. company may be subject to certain disclosures. For example, if a U.S. corporation transfers cash to a foreign corporation, the U.S. corporation may be required to disclose the cash transfer on Form 926 if certain thresholds are met. The U.S. tax rules surrounding this area are complex. I would recommend seeking the advice of a competent CPA or tax attorney to assist the planning and compliance.
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Can my S-Corporation receive a 1099 on my behalf?
The income should be reported by the individual or business that provided the service and earned the income. If the 1099 is in your name, you could ask the issuing Company to change to the S-Corp if that is who earned the income. In the future, have a written agreement between your S-Corp and the Company you are providing service. Also, provide them with a Form W9, so they know where to report the 1099 income at year end.CS
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In a startup with a globally-spread remote team, does it still make sense to incorporate in U.S./Delaware vs. somewhere overseas?
Delaware C-Corp I usually Delaware is the best choice for any startup looking for fundraising with a US focus. However, if you are a remote and global team, an overseas or foreign corporation or US tax purposes might make sense. You'd have to talk to an advisor who can dive into your situation, but it would be more difficult for the US owner come tax time, as he'd likely have to file form 5471 to the IRS for any controlled foreign corporation, and form 90-22.1 for any foreign bank accounts. There are a lot of other concerns I didn't hear you raise that entrepreneurs usually have and ask me about, namely banking and merchant accounts/ payment processors. In terms of accepting online payments, any US corporation or LLC is far and away the best option for a company. It's difficult to suggest without knowing more about the company but you might explore Delaware, Wyoming, Hong Kong and other offshore jurisdictions for your legal entity. Each tend to have positives and negatives and there is no one size fits all solution. I do write about issues of incorporation quite regularly on my website FlagTheory.com - so you can read those articles for free, or we can schedule a call - Clarity.fm/incorporation when you have specific questions. Thank you and hope this was helpful!EJ
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Yo are talking apples and oranges. Capital gains are related to your basis not the form of payment. If you are a cash basis taxpayer, you pay taxes when you receive cash beyond your basis. We can help you with structure.JH
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