C-corp · Accounting

Costs and requirements for maintaining a foreign owned C Corp?

Adam Thyer Founder at EngSocial - Seeking connections who might want to participate in this project.

September 5th, 2016

I am considering forming a C Corp using Stripe Atlas:


but first want to understand the ongoing costs and obligations.

I am an Australian citizen and not a US resident. I need the C Corp to establish and operate some websites targeting the US market; or putting it another way, I need an EIN, sales tax certificate, US credit card processing, and bank account. To begin with, I will be the sole shareholder, and will fill all required corporate roles. At least initially, all work will be conducted outside of the US. We will not have any US-based permanent employees, or own any facilities in the US. We will, however, use US-based services such as banking, credit card processing, web hosting, mail forwarding, legal services, accounting services, etc.

It is my understanding that I will be able to charge the C Corp for all services that I legitimately provide to it, and that so long as those services are performed outside the US, there will be no US-based personal income tax or personal income tax reporting. Is that correct? And if so, how does the IRS determine whether the fees charged are reasonable?

There will be work done on behalf of the C Corp before it has sufficient revenue to pay for the work. Would it be possible to invoice the C Corp for these services at a later date?

It is my understanding that all persons or entities (including myself) who do work for the C Corp which is conducted outside of the US should be required to submit a W-8BEN to the C Corp, together with a signed statement saying that no work will be conducted within the US, and keep filed as supporting documentation in the event of an audit. Is this correct? If we use US based freelancers or contractors, they would be required to submit a W9. Is this correct?

Can completed IRS forms be obtained electronically (eg emailed as a scan or digital photo)?

For other products or services purchased by the C Corp (eg web hosting, mail forwarding, software, hardware, SaaS, hotels, transportation, etc), I believe that we only need a receipt and do not need to complete any additional forms. Is that correct?

I am aware of the following ongoing costs to keep the C Corp legal:

  1. Pay a registered agent in Delaware.

  2. File an annual report with Delaware.

  3. Pay an annual Franchise Tax to the state of Delaware.

  4. Remit any relevant state-based sales tax.

  5. Pay federal income tax on profits (quarterly installments).

Is there something missing from this list?

I understand that it is important for a C Corp to keep reliable financial records, and to document all major decisions (in my case, presumably as consent resolutions). I also understand that the company bylaws will outline obligations for shareholder and board of directors meetings.

I understand that I need to request a BE-13 exemption from the US Department of Commerce:


Are there any other mandatory administrative requirements that I should be aware of?

Finally, can anyone recommend a startup friendly accountant, ideally one that is familiar with foreign owned C Corps? Familiarity with Stripe Atlas would also be a bonus. 

Pete Lopez Business Development Manager at TempCFO Solutions Inc.

September 6th, 2016

Hi Adam - happy to have a discussion to see how we can help on the US Startup..... here at tempCFO, Inc.  http://tempcfo.com  we have been assisting early stage companies for nearly 20 years.

Pete Lopez

Michael Brill Technology startup exec focused on AI-driven products

September 5th, 2016

See if you can get into this:


Adam Thyer Founder at EngSocial - Seeking connections who might want to participate in this project.

September 5th, 2016

Michael Brill did you read my post?

Michael Brill Technology startup exec focused on AI-driven products

September 5th, 2016

OMG. I'm a moron. Sorry about that... Here's what I read:

I am considering forming a C corp.
then lots and lots of stuff.

Me: "Ah, that's what Stripe Atlas is supposed to handle."

So apparently I didn't. Apologies again. I'm going to go back to watching my Wiggles video.

Adam Thyer Founder at EngSocial - Seeking connections who might want to participate in this project.

September 5th, 2016

LOL, no problem :)

Kelley Watson Bookkeeping Instructor at CCCC

September 6th, 2016

Hi. I am an independent bookkeeper that was contracted by a friend at a German company last year for the same type setup. I handle all of their monthly bookkeeping and quarterly tax payments but a CPA handles their tax returns. That has proved to be very economical for them because CPAs charge so much for bookkeeping services. I am a full time accountant at the local hospital so this is something that I do on the side.  Feel free to contact me if you need help with anything or are looking for a US bookkeeper. fairandbalancedbykelley@hotmail.com

Doug Bend Legal Counsel For Entrepreneurs @DougBend • Real Estate Broker @BLGProperties

September 6th, 2016

You should also plan on having to pay a CPA to prepare and file a U.S. tax return each year for your company.

Please e-mail me at Doug@BendLawOffice.com if you'd like a couple of solid CPA options to get a price quote.

Vanessa CPA Startup CFO Consultant

September 6th, 2016

Hi Adam, please find a more complete list of tax deadlines here:


Also be aware that you may have to adhere to FBAR Compliance: You need to file form FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR) by June 30th of every year if….
  1. The person had a financial interest in or signature authority over (or any other authority over) at least one financial account located outside of the United States; and
  2. The aggregate value of all foreign financial accounts exceeded $10,000 at any time during a calendar year. 
  3. A corporation, foreign or domestic, in which the U.S. person owns (directly or indirectly) more than 50% of the total value or more than 50% of the voting power of all shares of stock;
  4. Filing date is June 30thevery year
  5. Penalty for not filing is $10,000+ 
  6. File it here: http://bsaefiling.fincen.treas.gov/main.html
Also.... I definitely recommend having both an Australian and US CPA to advise on these international issues.  When one of our companies has an Australian sub or parent, we usually end up partnering with Peter Pryn at Sothertons Australia to ensure that everything is taken care of.

Hope this helps, and feel free to reach out to me if you're looking for a US startup CPA: www.kruzeconsulting.com

Steven Shamrock CPA | Finance Coach | Passionate Business Growth Specialist | Speaker & Trainer

September 6th, 2016

A foreign or domestic corporation is liable to file a tax return and pay tax to the US treasury if the corporation's activities are "effectively connected" to the United States.  There are some indicators regrading residency, agency, and the movement of goods. Also, each state has their own nexus rules and guidelines.