no offense ...but this is like asking how do I build a house. do some research on your own to understand the basics of those areas you will need some understanding and then, after your research, ask topical questions on points you were not sure of.
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I agree with my colleague. I have advised companies on offshore IT development and outsourcing and I can tell you it is very complicated from a tax and legal basis. You must hire an experienced business attorney or you will make more mistakes (and extremely costly ones) than you can imagine.
This answer is for informational purposes only and is not legal advice regarding your question and does not establish an attorney-client relationship.
Offshore implies different countries with different sets of rules. Determine where your business is going to be and find a business lawyer with experience in that country who is experienced with the laws of that county and interactions between that county and the US in terms of contract law and taxes.
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