Asked over 3 years ago - San Diego, CA
FlagI am starting a website with 9 other people spread around the globe. We want to form a business agreement but are not sure which one would work. We'd like personal asset protection in the event that the business failed. We'd also like to keep things easy like how an LLC offers pass through profit payments. Another huge issue is each country has it's own laws about businesses and taxation. What business structure would work (LLC, corporation etc.) And what is the type of professional I need to seek out to do this? A CPA, corporate lawyer, do it myself etc.?
An LLC probably makes the most sense because of the protection from liablility, the relaxed maintenance, and the pass-through profit distributions. Also, if any of your co-participants are foreign nationals, they cannot be part of an S corporation, but they can own an LLC or a C corporation.
A U.S. LLC makes the most sense since your biggest market is presumably here in the U.S., and I don't even know if there are LLCs in other countries, and can only provide information about CA law. Each participant will have to get their own counsel regarding tax consequences in their jurisdiction.
A business lawyer can help you form and structure the entity, draft an operating agreenent, get you a business license and liability insurance, etc., and you may also want to hire an IP lawyer to secure an available and good business name, domain name, and trademark.
Disclaimer: Please note that this answer does not constitute legal advice, and should not be relied on, since each state has different laws, each situation is fact specific, and it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue. This answer does not create an attorney-client relationship.
This is a very complex situation involving liability limitation considerations and international tax considerations. Also, the practical and operational issues are of some concern.
Do not even think about doing this on your own-not for one minute. You absolutely need an international tax planning attorney who knows about choice of entity considerations, joint ventures, and taxes.
Hope this helps.
LEGAL DISCLAIMER
Mr. Fromm is licensed to practice law in PA. The response herein is not legal advice and does not create an attorney/ client relationship. The response is in the form of legal education and is intended to provide general information about the matter within the question. Oftentimes the question does not include significant and important facts and timelines that if known could significantly change the reply unsuitable. Mr. Fromm strongly advises the questioner to confer with an attorney in their state in order to ensure proper advice is received.
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