Management InSites

Glossary – Documents Needed to Establish a U.S. Company

Welcome back to our series on U.S. business terminology. In this series of posts, we highlight some important terms and what they mean. Want to know more? Just contact us and ask!

Starting a company in the U.S. is a fairly quick and easy process. Normally, you can apply and have your company registered in less than a week. While easy, there are some things you should have in order to set yourself up for success:

 

  • Articles of Incorporation: Sometimes also referred to as the Certificate of Incorporation or the Corporate Charter (and are similar to the European Articles of Organization), the Articles of Incorporation are the primary rules governing the management of a corporation in the United States and Canada, and are filed with a state or other regulatory agency in which the corporation wishes to reside.

 

  • Bylaws: Rules governing the internal management of an organization which, in the case of business corporations, are drawn up at the time of incorporation. The bylaws, which can usually be amended by the directors themselves, cover such points as the election of directors, the appointment of executive and finance committees, the duties of officers, and how share transfers may be made. Bylaws cannot countermand laws of the government.

 

  • Stock Certificate Shares: A document showing stockholders’ ownership in the company. The certificate shows the number of shares, par value, class of stock (e.g., common stock), and voting rights. When endorsed, stock certificates are negotiable.

 

  • Federal EIN (Employer Identification Number): This is a number assigned to a company by the Internal Revenue Service. The EIN, also known as a Federal Tax Identification Number, is used to identify a business entity. The number is used for reporting withholding tax, but also for such things as opening a bank account in the company’s name. An EIN can be obtained from the IRS for free and is usually written in the form 00-0000000.

 

  • State EIN: State Employer Identification Numbers (EINs) are tax identification numbers assigned to businesses operating in states that collect personal income taxes. This number is different from the tax numbers assigned for unemployment taxes, corporate taxes and state sales taxes. If your business has employees in multiple states, you will need multiple State EINs. Nine states do not collect personal income taxes and have no unique State EINs. These states are Alaska, Florida, Nevada, South Dakota, Texas, Washington, Wyoming, New Hampshire and Tennessee. For these states, businesses will operate under their federal EINs.

 

  • Registered Agent: Most jurisdictions in the United States require that any business entity that is formed or doing business within their borders designate and maintain a Registered Agent (also known as Statutory Agent), depending on the laws of the individual jurisdiction in which the business entity is registered. The purpose of a Registered Agent is to provide a legal address (not a P.O. Box) within that jurisdiction where there are persons available during normal business hours to facilitate legal service of process being served in the event of a legal action or lawsuit. Although laws vary by state, the Registered Agent typically must be a legal resident of the state in question.
Read more
  • To Palletize or Not to Palletize?

    When it comes time to ship inventory to the United States, many foreign companies are unaware of the standards surrounding palletizing their shipments. While it is possible to ship a container oversees without pallets, it might not be the most cost-effective solution, especially when using an established warehouse or 3PL.

    October 4, 2021
  • Breaking Into the U.S. Water Sector: The Vast U.S.A.

    When considering entry into the U.S. market, it is imperative to remember how vast the U.S. is. While the water in most areas of another country with a small geographic footprint might be similar to one another, that is not the case here.

    July 26, 2021
  • The Changing World of 3PLs

    Third-party warehouses (3PLs) have historically provided companies with an invaluable service: the ability to store inventory and ship it out to customers around the globe. These warehouses are experts at packaging products to maximize order fulfillment.

    July 1, 2021
  • International Shipping and Incoterms

    When dealing with shipping internationally, especially from abroad to the U.S., setting the terms of the transaction from the moment the customer requests a quote is incredibly important. To avoid problems, unwanted costs, and even potential legal issues, there should be no room for confusion or ambiguity in the contract you set up with your customer.

    March 8, 2021
How can we help you?
Contact us or submit a business inquiry online.
Read more
  • To Palletize or Not to Palletize?

    When it comes time to ship inventory to the United States, many foreign companies are unaware of the standards surrounding palletizing their shipments. While it is possible to ship a container oversees without pallets, it might not be the most cost-effective solution, especially when using an established warehouse or 3PL.

    October 4, 2021
  • Breaking Into the U.S. Water Sector: The Vast U.S.A.

    When considering entry into the U.S. market, it is imperative to remember how vast the U.S. is. While the water in most areas of another country with a small geographic footprint might be similar to one another, that is not the case here.

    July 26, 2021
  • The Changing World of 3PLs

    Third-party warehouses (3PLs) have historically provided companies with an invaluable service: the ability to store inventory and ship it out to customers around the globe. These warehouses are experts at packaging products to maximize order fulfillment.

    July 1, 2021
  • International Shipping and Incoterms

    When dealing with shipping internationally, especially from abroad to the U.S., setting the terms of the transaction from the moment the customer requests a quote is incredibly important. To avoid problems, unwanted costs, and even potential legal issues, there should be no room for confusion or ambiguity in the contract you set up with your customer.

    March 8, 2021
How can we help you?
Contact us or submit a business inquiry online.

Glossary – Documents Needed to Establish a U.S. Company

Welcome back to our series on U.S. business terminology. In this series of posts, we highlight some important terms and what they mean. Want to know more? Just contact us and ask!

Starting a company in the U.S. is a fairly quick and easy process. Normally, you can apply and have your company registered in less than a week. While easy, there are some things you should have in order to set yourself up for success:

 

  • Articles of Incorporation: Sometimes also referred to as the Certificate of Incorporation or the Corporate Charter (and are similar to the European Articles of Organization), the Articles of Incorporation are the primary rules governing the management of a corporation in the United States and Canada, and are filed with a state or other regulatory agency in which the corporation wishes to reside.

 

  • Bylaws: Rules governing the internal management of an organization which, in the case of business corporations, are drawn up at the time of incorporation. The bylaws, which can usually be amended by the directors themselves, cover such points as the election of directors, the appointment of executive and finance committees, the duties of officers, and how share transfers may be made. Bylaws cannot countermand laws of the government.

 

  • Stock Certificate Shares: A document showing stockholders’ ownership in the company. The certificate shows the number of shares, par value, class of stock (e.g., common stock), and voting rights. When endorsed, stock certificates are negotiable.

 

  • Federal EIN (Employer Identification Number): This is a number assigned to a company by the Internal Revenue Service. The EIN, also known as a Federal Tax Identification Number, is used to identify a business entity. The number is used for reporting withholding tax, but also for such things as opening a bank account in the company’s name. An EIN can be obtained from the IRS for free and is usually written in the form 00-0000000.

 

  • State EIN: State Employer Identification Numbers (EINs) are tax identification numbers assigned to businesses operating in states that collect personal income taxes. This number is different from the tax numbers assigned for unemployment taxes, corporate taxes and state sales taxes. If your business has employees in multiple states, you will need multiple State EINs. Nine states do not collect personal income taxes and have no unique State EINs. These states are Alaska, Florida, Nevada, South Dakota, Texas, Washington, Wyoming, New Hampshire and Tennessee. For these states, businesses will operate under their federal EINs.

 

  • Registered Agent: Most jurisdictions in the United States require that any business entity that is formed or doing business within their borders designate and maintain a Registered Agent (also known as Statutory Agent), depending on the laws of the individual jurisdiction in which the business entity is registered. The purpose of a Registered Agent is to provide a legal address (not a P.O. Box) within that jurisdiction where there are persons available during normal business hours to facilitate legal service of process being served in the event of a legal action or lawsuit. Although laws vary by state, the Registered Agent typically must be a legal resident of the state in question.