September 17th, 2011
Dana
I have been in Paris for several days, and I am surprised by many changes that have occurred in the more than ten years since I was last here. If there is a theme that ties most of those changes together, it is that the world is a much smaller place: Between the Internet and international travel, foreign influences cannot be excluded.
I am fascinated by this topic, because for many years I have been somewhat of a francophile and francophone. The great attractions – the Eiffel Tower, Arc de Triomphe, Luxembourg Garden, etc. – are as beautiful as ever and should not be missed. However, I have seen a number of changes in the city’s everyday life:
I have helped dozens of foreign clients launch their businesses in the U.S. Almost every impediment to forming a corporation and running the business under that corporation can be overcome. But there’s one problem I have not been able to solve: Opening a U.S. merchant account (for processing credit and debit card transactions) if the company does not have personnel in the U.S.
The stumbling block used to be opening a bank account if the client has no U.S. personnel (and no home-country bank with an affiliate in the U.S.). However, as explained in Three Important Issues for Foreign Companies Coming to the U.S., I solved that problem earlier this year.
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An article (“For Europe’s start-ups, Silicon Valley still calls”) published yesterday by MarketWatch, part of The Wall Street Journal Digital Network, discusses why European tech entrepreneurs continue to flock to the San Francisco Bay Area.
The article’s theme:
Divided by geography, language, regulation and, in some cases, just old-fashioned cultural prejudice, the region has struggled to shed fully its image as a place where men and women with ideas are born, but where they do not necessarily stay, prosper or secure funding.
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Yesterday, in San Francisco, I had talked to one of the many foreign attendees at the Game Developers Conference. He told me about a game he had developed, which featured a giant rooster.
In the developer’s native language, the word for “rooster” is similar to the English word “cock”, so he called the game “Giant Cock” and submitted it to Apple’s App Store. Apple rejected the game without explanation.
The developer thought that perhaps “Giant” was the problem, so he resubmitted it with the name “Epic Cock”. Again, it was rejected.
This time, however, apparently suspecting that there was a foreign-language issue, Apple explained the rejection by directing the developer to the “Other” section of the Wikipedia entry for “cock”, which explains that “cock” is a colloquial, profane vulgarism for “penis”. He then understood.
Bottom line: If you need to localize software, an agreement or any other work product, retain an expert who can help you do so properly and avoid cultural embarrassment.
Dana H. Shultz, Attorney at Law +1 510 547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.
Forming a corporation for a foreign client (see Foreign Companies: Form a New Corporation when You Come to the U.S.) is a lot like forming a corporation for a domestic client. Having gone through the process dozens of times, however, I realize that there are three important post-formation issues that foreign clients often need help addressing:
- Obtaining an Employer Identification Number if no principal officer has s U.S. social security number – This process is described in Foreign Company Alert: Obtaining an EIN may be your Biggest Challenge in the U.S.
- Opening a bank account if the client does not yet have personnel in the U.S. – This problem was largely resolved today when I confirmed with an accountant who has helped several of my foreign clients that, as part of his services, he can take a Vice President position that includes responsibility for opening a bank account.
- Obtaining a visa to work in the U.S. – Realistic visa options are discussed in Visa Basics for Foreign Entrepreneurs Coming to the U.S.
Once you form your corporation and take care of these three issues, you will be ready to conduct business in the U.S.
Related post: U.S. Merchant Accounts for Foreign Companies – A Problem
Dana H. Shultz, Attorney at Law +1 510 547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.
Recently I have seen a huge increase in the number of inquiries from prospective clients – especially foreign companies – interested in forming a corporation. One of their first questions usually is, “How much does it cost to incorporate?” This post answers that question.
First, though, I need to make a couple of points:
- The following is merely illustrative. While the services described below suffice for many clients, we can know whether they are right for you only after we discuss your specific requirements in detail.
- The only way we can agree that I will provide incorporation services is via an engagement letter signed by both of us.
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As you may know, during the past few years I have helped approximately 30 overseas clients – most from Europe – bring their businesses to the United States. I have seen, recently, a dramatic increase in the number of inquiries from such companies. I, thus, am pleased to announce the formation of US Launch Advisors (USLA), a network of seasoned, highly-skilled service professionals in the San Francisco Bay Area that helps foreign companies create successful businesses in the United States.
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In Act II, Scene II of Shakespeare’s Romeo and Juliet, Juliet wishes that she and Romeo could simply set aside their warring families, famously asking, “What’s in a name?” I thought about this question recently as I was helping a foreign client set up a corporation here in the U.S.
The foreign client is based in the U.K. It wanted to form a U.S. subsidiary with a similar name for brand-identification purposes. To avoid revealing the identity of the client, I will refer to it as “Amalgamated Widget Solutions, Ltd.” and the desired name of its U.S. subsidiary as “Amalgamated Widget Solutions, Inc.”
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In “Visa Basics for Foreign Entrepreneurs Coming to the U.S.”, I discussed certain immigration statuses (visa waiver, B-1 and H-1B visas) that permit a non-resident alien to take a passive role in a business (such as forming it) but not to work for it. This post discusses the boundary between permissible passive activities and prohibited work.
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Flag of England (Yes, fellow Americans, there is an English flag separate from the UK flag - do you see the relationship?)
This post reproduces, almost verbatim, a Quora question and my answer. Q. How effective and enforceable are contracts between parties located in the United States and England?
A. Such agreements can be effective and enforced – agreements between parties in different countries are entered into routinely.
The stickiest issue during negotiations may be selection of venue and jurisdiction and choice of law. These, in turn, will have a bearing on how certain provisions should be drafted.
Depending on the subject matter of the agreement, you may need to think about whether the United Nations Convention on Contracts for the International Sale of Goods will be applicable and, if so, whether it should be disclaimed.
Dana H. Shultz, Attorney at Law +1 510 547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.
Dana Shultz is a business-savvy lawyer located in Northern California's San Francisco Bay Area (in the East Bay, near Oakland) who has in-depth knowledge of law, business, technology, and the needs of startup and early-stage companies.