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Registering a U.S branch of a UK company with sunbiz

Registering a U.S branch of a UK company with sunbiz

Old Sep 19th 2013, 9:34 pm
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Default Registering a U.S branch of a UK company with sunbiz

When having a ltd company in the UK has anyone opened a branch of the company in USA? If so when came to registering the USA branch with the state of Florida (sun biz) did you register the U.S company as a LLC or something different? Any help much appreciated
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Old Sep 19th 2013, 11:29 pm
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Default Re: Registering a U.S branch of a UK company with sunbiz

I wouldn't know....but it would all depend on the type of company, the size and the tax situation.

There have been some threads on the subject in the past, but you might want to consider some legal advice first, even though setting up the actual company itself tends to be a fairly trivial thing to do.
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Old Sep 19th 2013, 11:41 pm
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Default Re: Registering a U.S branch of a UK company with sunbiz

an LLC is best but you might want to take professional advice from a CPA whether it should be an s corp or partnership, setting up the company itself is easy
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Old Sep 19th 2013, 11:58 pm
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Default Re: Registering a U.S branch of a UK company with sunbiz

You need some professional advice given the potential for foreign owners. If there is a substantial foreign ownership of a US company then there are a rather annoying set of special forms that have to be filled out. You'd really be best served talking to some professionals who

a) can advise on best tax strategy for the US entity (easy to get advice on this)
b) can advise on the foreign ownership reporting rules (a bit harder to find specialists who are familiar with these requirements).
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Old Sep 19th 2013, 11:58 pm
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Default Re: Registering a U.S branch of a UK company with sunbiz

You need some professional advice given the potential for foreign owners. If there is a substantial foreign ownership of a US company then there are a rather annoying set of special forms that have to be filled out. You'd really be best served talking to some professionals who

a) can advise on best tax strategy for the US entity (easy to get advice on this)
b) can advise on the foreign ownership reporting rules (a bit harder to find specialists who are familiar with these requirements).
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Old Sep 20th 2013, 12:17 am
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Default Re: Registering a U.S branch of a UK company with sunbiz

Originally Posted by Flabound oneday View Post
an LLC is best .....
Without knowing the circumstances, that is a baseless assertion.

Originally Posted by heather123 View Post
When having a Ltd company in the UK has anyone opened a branch of the company in USA? If so when came to registering the USA branch with the state of Florida (sun biz) did you register the U.S company as a LLC or something different? Any help much appreciated
You could in fact register it with the Florida Secretary of State (sunbiz.com is merely the SoS website) as a branch of the UK corporation, with no separate US entity. I make no judgement as to whether that would be appropriate, I merely mention it as a possibility.

Last edited by Pulaski; Sep 20th 2013 at 12:22 am.
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Old Sep 20th 2013, 5:25 pm
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Default Re: Registering a U.S branch of a UK company with sunbiz

Originally Posted by heather123 View Post
When having a ltd company in the UK has anyone opened a branch of the company in USA? If so when came to registering the USA branch with the state of Florida (sun biz) did you register the U.S company as a LLC or something different? Any help much appreciated
You need to be really careful with the tax situation, because if it's a subsidiary you get into all kinds of complex situations with your financial statements, showing which bits are in the US so they can figure out how much tax to charge you, various reporting requirements, etc. Obviously tax authorities will try and work out things in their favour so they get the most tax.

If it's a small business the better idea is to just register as a C-corp (assuming you intend on staying outside the US) and the two companies invoice each other and other than that they're entirely separate entities.

Also consider carefully whether you actually need to do it. You can trade in the US using an overseas corporation, but the foreign corporation must report to the IRS on 1120-F which is a tough form to fill out.

A lot of people do this because they think it sounds cool and impressive to have a "US subsidiary" but once you realize the tax filing obligations it may not make sense. Really for a small business it's a "only do it if you have to" option. You rapidly get into things like sales tax obligations, etc.

What type of corporation to use at the State level depends on what your business actually is, but usually there are residency requirements so you're usually left with just a standard corporation type.
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Old Sep 20th 2013, 9:31 pm
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Default Re: Registering a U.S branch of a UK company with sunbiz

Originally Posted by heather123 View Post
When having a ltd company in the UK has anyone opened a branch of the company in USA? If so when came to registering the USA branch with the state of Florida (sun biz) did you register the U.S company as a LLC or something different? Any help much appreciated
You may find some useful information on https://www.legalzoom.com/

You could also speak to http://www.britishexpatstax.com/. A Brit called Pete Newton who is qualified here and in the UK. Very knowledgeable.
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Old Sep 20th 2013, 9:59 pm
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Default Re: Registering a U.S branch of a UK company with sunbiz

Thank u for all your advice
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Old Sep 21st 2013, 2:07 pm
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Default Re: Registering a U.S branch of a UK company with sunbiz

Originally Posted by Flabound oneday View Post
an LLC is best but you might want to take professional advice from a CPA whether it should be an s corp or partnership, setting up the company itself is easy
It has been a while but I think s-corp are for US citizens and residents.
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Old Sep 24th 2013, 9:22 pm
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Default Re: Registering a U.S branch of a UK company with sunbiz

Its not clear whether you want a branch of a UK entity or a US subsidiary of a UK entity. Which is it ?

S-Corps are generally only suggested for US tax residents. There can be cases where an s-corp loses its s-corp status where a foreign shareholder fails the substantial presence test. As always the tax rules don't relate in any way to the immigration rules. The tax code says that a non resident alien cannot be a shareholder in a s-corp. A non resident alien is someone who is not a resident alien. It does specifically mention that a greencard holder is a resident alien but it doesn't exclude any other type of visa - see the substantial presence test.

Either way get advice from a professional - and don't underestimate the volume of paper work involved in running a US entity. I have one and significantly more than I experienced in the UK.
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