We are now in the process of building a web application (startup company), I just want to ask if we need to register the company now or we will wait until the website (web app) is finished? And lastly, where can we register our startup company in here in US? Thanks a lot.
I am not a lawyer, but you can incorporate anytime. You can incorporate with sites like LegalZoom.com (I have used them to form an LLC) or you can use your attorney if you have one (I have also used this method). You can also file the paperwork directly with the state in which you are planning to form your company in. Delaware is a popular state because of its business friendly laws. My lawyers advised that I file in Delaware because of this. Good luck!
@Paul Garcia-you are misusing some of your terminology as well as giving advice that is extremely risky from a legal standpoint, which is the reason I want to point out the following:
To begin with, a sole proprietorship is not an LLC. You can have a single member LLC, but a sole proprietorship is just that, not an LLC, not a corporation. And it is a very poor choice due to the fact that the owner has unlimited liability.
And that should be the key focus to the poster of this question. If one is doing any form a business, it is wise to register as an LLC, or incorporate as an S-Corp or C-Corp in order to limit one’s liability to that of the business entity.
Whether or not this poster is paying an employ is beside the point. IF this entrepreneur is doing business, and he/she is not protected through a proper legal entity (LLC, Corp) he/she runs the risk of personal liability and loss should someone bring suit. THAT is the most important element to when someone should register or incorporate. For example, most home owners who rent a house operate very naively as a second source of personal income. They aren’t paying anyone, but they are exposed to lawsuits and loss of personal assets by not placing that property under the business of an LLC or a corporation-example of why payment of employees has nothing to do with time to protect/form structure.
Any lawyer worth his/her weight will tell you “the time to protect yourself by registering an LLC or incorporating was yesterday.” If you have a building, and an employee slips and falls…he can sue for your personal assets. Your employee feels mistreated and can prove unfair compensation, breach of contract..etc; he can sue for your personal assets. Wise advice is limit your liability now..don’t wait. Furthermore, to correct your use of terms, one does not incorporate an LLC because it is not a corporate structure, it is a limited liability company. You register it, form it, organize it. One “incorporates” an s corp or a c corp. The advice you give that is good is for this individual to speak to an accountant to discuss the way profits and losses flow through and the options of taxation. Another valuable bit of advice would be for the poster to pick up a good book on entrepreneurial law to save on the hours spent with the CPA and the lawyer.
Some hints for you:
1. If you will push your web app online and live, you definitely need to run it by the name of company instead of individual since all legals liabilities will go to your company not you. You will personally get protection under corporate law.
2. We've used Clerky.com to do incorporation. It's straightforward.
3. You might want to register a Delaware company for tax benefits. Clerky will give you options to choose.
You can incorporate anytime.
Three ways to file it.
1) Yourself (Little to no Experience) California (http://www.sos.ca.gov/business-programs/) not aware of other states.
2) Lawyers (Lot of Experiences )
3) Online Filing Websites ( Lot of Experiences) https://www.incfile.com/ , LegalZoom.com
I am not a lawyer but I am a Risk-taker(entrepreneur).
When to register your company depends on when you start paying people and how your company is structured. If you are a sole proprietor and you have no direct employees, for tax purposes you generally have the ability to hold off registering your company until you want to file a loss on your taxes, start buying things wholesale, or pay contractors. You said "we" so likely it's time to incorporate, but first you'll need to decide what corporate structure you need. The purpose of incorporating is however to limit the liability of your company. Whenever you engage in actual business and aren't just building or thinking about your company, it's time to be legitimate.
The way you asked your question, it's unclear whether you are residing in the US or another country. This makes a very big difference.
Most (domestic) entrepreneurs start with an LLC, either single member or multiple member. Some states do not allow single member LLCs and you must have at least two corporate individuals. It's a little more costly to start a C-corp (stock) and more involved. And while there is the advantage that you can sell stock to investors, there is a higher cost in time, taxes, and effort to maintaining a C-corp. You can convert an LLC to a stock corp later if you get to that point. Taxes are handled differently between different incorporation types. How your company is structured (incorporation) will affect your liability, but is varies the the way you pay taxes too.
While you have the option to register your business in most any state, sometimes you may need a local agent to represent you that resides in that state if you are incorporating someplace you don't live. I personally feel that incorporating in a "business friendly" state as some suggest Delaware, is not worthwhile until you're actually doing a major amount of business. Dealing with your home state is more straightforward, and you can always re-incorporate later in another state if the advantages become meaningful.
Talk to your tax accountant first, that's probably going to have the most bearing on what you choose to do and when. I can't give you legal advice. Although you don't have to use a lawyer to set up your company, talking to one may help you sort through issues that could affect your company in the future, before they become an issue.