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Incorporating in US

     
1:28 am on Dec 2, 2011 (gmt 0)

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YANAL (Yes, I know, you are not a lawyer). But I'm curious nonetheless.

I'm non-US, incorporating with a US partner. (50-50, I"m not in the US, they are).

My suggestion, incorporate in Delaware because that what everyone does. No state taxes or something.

Partner's lawyer suggests we incorporate in Kansas for convenience.

Any reason we wouldn't incorporate in KS instead of delaware? i.e. any reason I wouldn't take this lawyer's advice?
2:43 am on Dec 2, 2011 (gmt 0)

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From what I have read recently, they (various states) are becoming tougher about the location of incorporation. It used to be that anyone could incorporate in DE. Then they started saying the corporation had to have a physical presence in the state of incorporation, so a whole mini-industry of mailboxes in DE and NV, another cheap incorporation state, sprang up. Then mini offices. Seems like less hassle to just incorporate where you are at now. And it will not evoke any scrutiny from state "revenooers."
6:28 am on Dec 7, 2011 (gmt 0)

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I thought there was another reason to incorporate in Delaware aside from taxes, and I think it was because there were less consumer protection laws in Delaware than in other states.
10:59 am on Dec 7, 2011 (gmt 0)

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Secondary is consideration of venue for legal challenge in event of suit. Both US and Canadian law are hammering hard on venue/location---shopping location in US is becoming more difficult. Get an attorney familiar with both US and Canadian laws and go from there. This is not legal advice as IANAL, but I've been in biz 2 years shy of a half century and trod on myself more than once by ignoring the above suggestion.