My company sources and imports products for a client company. From a VAT/Tax perspective,am I selling products or providing a service?

#1) PROVE THE ASSUMPTION: Start with a dropshipper's existing products to figure out what sells best before you spend money on manufacturing and warehousing. Amazon is perfect for this - they will pay you 4%-10% to promote 253,000,000 products (http://bit.ly/1q2M85R) - you can sign up at https://affiliate-program.amazon.com/ Alternately, get very small amounts of the product (maybe even just buy some from a competitor) and try selling them on ebay and amazon. Nothing hurts more than having $50,000 of imported product gathering dust in your fulfillment warehouse while listening to a voicemail from a debt collector. #2) SOURCING There are several options here. Many people prefer Alibaba.com. Warning - if you use Alibaba, you are stepping into a tank of pirahnas. There are more scam "manufacturers" on Alibaba than real ones. Use Escrow or AliSecure Pay if you buy. If the supplier says they only take T/T, Western Union, Moneygram - just say no! I prefer American Made when possible. If you're like me, try Ariba's Discovery Service - http://bit.ly/1q2NFZu - which will allow you to find suppliers with a physical presence in the USA. Note: Many things can be made on demand (someone purchases, one gets made and shipped) instead of in 500+ manufacturing runs. Start there if you can - Books on CreateSpace.com, Clothes on CafePress.com, Playing Cards on MakePlayingCards.com, etc - to test out your exact product. #3) START YOUR SITE This is an entire topic in itself. One of the fastest ways I know for newbies to start in e-commerce is with a SquareSpace.com store. Other options include GoDaddy.com and BigCommerce.com. If you can stand to use the templates they provide instead of trying to customize them, you'll save yourself a lot of hassle and expense - customization usually looks terrible unless a designer/coder was hired to do the work. If you do customize, find someone on odesk.com or elance.com. #4) MARKET Figure out where your competition is advertising. Are they getting free, "organic" SEO results on Google? Using social media to drive billions of dollars of sales? (NOTE: That was a joke - don't count on social media as the nucleus of your marketing campaign. Please!) Are they paying for Google ads ("PPC"), buying email lists, using strategic partnerships for promotion, relying on shopping portals, using banner advertising, or something else entirely? There's probably a good reason - figure out what it will take to play in those waters. At the same time, try to find a small enough niche that you can win in it. #5) BEWARE Be careful about artsy things. If someone is attracted to something artistic, it's usually because there is a story behind the art for them, or because it's cheap. If you're going to try to sell artistic things, you may want to consider doing some serious research first about who has been successful in that area. Look at etsy.com to see handmade artsy items (very cool). #6) WORTH A LOOK Worth checking out as you start your journey: Art.com, yessy.com, Artfire.com, ArtPal.com #7) DEEP FOUNDATION If you need help, reach out for a 15 minute call and we'll discuss a go-to-market strategy specific to your goals.

There are a lot of moving parts to this question. First, you need to determine in which states you have "nexus" and then determine do those states require you to charge sales tax, as each state has different rules. As an example, MA requires salesforce.com to charge sales tax to MA customers but does not require newyorktimes.com to charge sales tax. The difference is that users can manipulate data on salesforce.com vs. neworktimes.com is read only. This example can only be applied to MA, Arizona, Illinois, New York, Texas, Pennsylvania and Washington State (as of now). There are also "click-through" and "affiliate" nexus rules that need to be considered. Be careful, as state and local taxation has become a very hot due diligence issue in M&A transactions. So, if you plan to sell your business in the next few years, you want to get this right. Also, the Officers and Directors are personally responsible for uncollected Sales tax. You are best to get an expert to review your sales tax compliance, as it is a very specialized area and changing constantly. I am not an expert, but know of some firms that offer this service at a very reasonable rate. Feel free to call me. Thank you, Joe Faris Accountalent Management Corp. 45 Prospect Street Cambridge, MA 02139 Tel (978) 621-0759 Fax (978) 278-1517 Website: www.accountalent.com LinkedIn: www.linkedin.com/in/farisjoe/ Twitter: @accountalent

Regarding US taxation of internet sales. Since you are a foreign entity or person (in regard to the US), and there is an income tax treaty between Canada and the US, you will not be liable for US federal income tax on internet sales unless you have a “permanent establishment” in the US with which the internet sales income is effectively connected. So as long as you do not have a warehouse, physical store, sales office, etc... in the US you don't have to file US returns or remit tax to the US. Amazon should be charging to the customer and withholding any sales tax due to a state in which your products are sold. If you sell through other merchants or directly you may have to deal with this yourself. Regarding incorporation Incorporation is almost always a good idea from a liability standpoint as it prevents a judgement for damages from taking all your property and limits the collection to what is owned by the business, With the facts you have given I would suggest incorporating in Canada unless you have a business reason to establish a physical presence in the US. This will eliminate US taxes and related compliance costs. Once you establish a US presence you will need to begin filing returns in the US even if you are running a net operating loss. If there is no benefit to having a physical presence in the US then the related compliance costs and tax would be an unnecessary expense. Feel free to setup a phone call if you would like to chat for a bit regarding the matter. Thanks

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!

Message me, I live in Shanghai, China.. If I understand better maybe I can assist you.