Services

Do You Want to Do Business in the USA?

overview

Do You Want to Do Business in the USA?

What is Apostille?

In today’s global world, many people can continue to live and/or work in other countries. Whether it is a natural person or a legal person, it is of great importance that official documents made in one country are also valid in another country.

An apostille is a document that ensures that an official document, including those obtained through a notary, is legally approved and used in another country. In this context, the Hague Agreement of 5 October 1961 was signed and apostille procedures were arranged between the parties. With this contract, each party undertakes to recognize the formality of the apostilled document in the other party country.

The Republic of Turkey and the United States of America are among the countries that signed the Hague Convention. Accordingly, Turkish citizens are required to obtain an apostille approval for their documents to ensure the validity of the documents they provided in Turkey and needs to be valid in USA or to ensure the validity of the documents they provided in the USA and needs to be valid in Turkey.

Mandatory Elements of Apostille Annotation

  • Date Document is Issued
  • Name of the country where it is issued
  • Name of Person Signing Document
  • Place and Date of Certification
  • To which authority the seal in the document belongs
  • Stamp and Seal of the Issuing Authority
  • Authorized Signature

Company Formation Documents

In the United States of America, certain documents are given to the founders of the company during and after the establishment of the company in the state of Delaware, or the company founders are required to provide some documents. A Certificate of Incorporation containing an Articles of Incorporation is obtained when applying to establish a General Company, Non-Public Company, Public Benefit Company, or Non-Profit Company. This certificate is proof of applying to form a corporation with the state of Delaware.

The Articles of Incorporation, which includes information such as the name of the company, its purpose, the amount and types of shares, the address of the Legal Representative, and the person establishing the company, is briefly the basic constitution of a company.

When an LLC (Limited Company) is formed, a Certificate of Formation containing the Articles of Organization is obtained. This certificate is also proof that the LLC has been filed with the state of Delaware. The Articles of Organization document contains the LLC’s name and address of the legal representative, as well as other information as agreed by the owners/members.

In the establishment of a Limited Partnership, the Limited Partnership Certificate is obtained. This document contains the Articles of Limited Partnership and is proof of filing a limited partnership company application with the state of Delaware. The Articles of Limited Partnership includes the name of the limited partnership company, the address of the legal representative, and the names and addresses of the general partners.

The Certificate of Good Standing and the aforementioned incorporation documents are different things. A Certificate of Good Reputation is a document that shows that your company regularly pays its fees, such as State Tax and Legal Representative Fees, and therefore indicates that your company has a good reputation within the State of Delaware.

Trademark Registration( (Marka Tescili))

When a company is established and products and services with brand value are produced under that company, legally protecting these products and services is as important as producing them. Trademark registration ensures the protection of the value of the work produced.

This registration includes everything that belongs to you, such as company and product name, brand emblem. The registered trademark can no longer be used or copied by someone else without permission, otherwise, it will be entitled to the necessary legal actions.

Before applying for trademark registration, a trademark search must be carried out to ensure that the registration will be trouble-free in the future. The application will then be filed with the United States Patent and Trademark Office.

Trademark Search

Having a trademark registration is very important for the protection of the brand and product you produce; however, good research is required before making an application. If the name, emblem, etc. to be registered is similar to another trademark, the application will most likely not be approved. Moreover, the overlapping trademark does not even need to be registered. The fact that it is similar in commercial use and in a way that will create confusion for the customer is sufficient for not registering a trademark.

To prevent this and to prevent loss of both money and time in a trademark registration process that will result in negative results, it is highly recommended to conduct trademark research before applying.

Trademark Monitoring

Individuals or organizations that have registered a trademark must follow the detection of a trademark infringement by the trademark owner himself. This is difficult to sustain, but it is a necessary process for the protection of the brand.

Trademark Statement of Use

For the brands that are not currently produced, but that has been registered with the intent of use, a “brand use notification” must be made after they are put into use. This notice indicates that the product registered with the United States Patent and Trademark Office (BDPMO) is in commercial use.

This notification must be made within 6 months following the notice of allowance sent by BDPMO after the trademark registration.

Limited Liability Company (LLC)

Delaware LLC is a type of corporation commonly used in the state of Delaware. The first LLC was established in 1993. Currently, approximately two-thirds of companies incorporated in Delaware are LLCs.

The preparation and documentation of the Certificate of Formation required for this type of company are created at the end of the establishment phase. So why is it so preferred to set up an LLC? A Delaware LLC is a type of company that has a very different format compared to other types of companies. In this type of company, through the Operation Agreement, the persons responsible for the company have the authority to make decisions on their own about almost everything from the operation and management of the limited companies to the share ratios and degrees of responsibility of the people who have a say in the company. That is, the company can create it according to the needs of its founder, do any legal work in this company field and manage his company as he wishes. The Transaction Document now has legal authority when it is signed by all the people who have a say (partner) in the company.

Also, confidentiality is essential in the LLC type of company.

Commercial Companies (Corporation)

It is one of the most common types of companies. The company is a separate legal entity in its own right and its owners are shareholders. While there is no limit to the number of these shareholders, it is legally protected from its investors as the company appears as a separate business. This means: A person who is a shareholder of the company has limited liability and right over his share in the company. Publicly traded companies (or C Corps or stock companies) are often recommended for people looking to start a new business; because it is quite logical for the company to be in a structure that can be offered to the public to raise capital and investments. Some companies turn into Public Company (C Corporation) status due to increasing their growth rate over time and changes like the business they do. General companies have a three-tier management mechanism: shareholders, board members, and company employees. These three separate groups have different savings and responsibilities on the company.

Shareholders

They are the owner of the company, but they do not run the company. Typically, each shareholder has one vote for each share he owns, and they use these votes to elect the members of the company’s board of directors. At the same time, they can use these voting rights while making decisions on matters of great importance to the company. Any shareholder who owns the majority of the shares can retain control of the company. These persons may also be referred to as “majority shareholders”. In connection with this, majority shareholders also have more responsibility for the company than other shareholders. Any other shareholder who has no control over the company is called a “minority shareholder”. In general, these individuals do not assume any responsibility in the company and may transfer their right to vote to someone else. At the same time, they can sell their shares in the company to whomever they wish. Shareholders have two different earnings on these shares. The first one is the earnings of the company from the portion of the profit that falls on their shares; The second is the gains they make as a result of the increase in the value of their stocks as the company grows.

What is an EIN Number?

The greater the importance of the social security number for American citizens, the more important for employers the EIN for the legal conduct of the business activity. In this sense, you can think of the EIN as a kind of social security number for employers. With this nine-digit number issued by the IRS, companies need a Federal Tax Identification (EIN) number to open bank accounts, get loans, hire workers, and more.

Required Information for EIN Application

After establishment, companies in the USA can obtain a Federal Tax Identification Number – EIN Number from the IRS after obtaining a state-approved and stamped certificate of the establishment (Certificate of Formation). The necessary information is as follows;

  • Company Name: The full name of the company sent to the state office where the company is registered
  • To whom notifications should go: Contact information of the person the IRS can contact regarding the application
  • Company’s mailing address
  • Name of responsible party and Social Security Number, if applicable: Typically a member of the company. The company member does not need to be a US resident or even an American citizen. Member can reside anywhere in the world.

What is an ITIN Number?

ITIN, which stands for Individual Taxpayer Identification Number, is an IRS-provided number for tax purposes. This number, which consists of nine digits in total, is assigned to individuals who are taxpayers in the United States but do not have or cannot have a Social Security Number (SSN). This number is assigned regardless of immigration status; Because both those living in the USA and those living outside the USA can be taxpayers in the USA. Foreigners who are taxpayers in the USA but do not reside in the USA, those who need payment systems such as PayPal and Stripe, and foreigners who are taxpayers in the USA and live in the USA are also among those who need to obtain an ITIN number.

To obtain this number, individuals must have a tax liability in the United States and file a federal income tax return. In this regard, the ITIN number is used for federal tax filing purposes only. The IRS assigns this number to assist individuals who do not have a Social Security Number to comply with American tax laws. With an ITIN number, it is not possible to work in a job or benefit from social security benefits in the USA.

E-2 Investor Visa

The E-2 visa is a type of visa that belongs to the non-refugee visa category and is granted to citizens of countries that have a valid trade agreement with the United States. The main element of this visa is that a large amount of investment has been made in the USA.

Not only the owner/partners of the company but also their families, company executives, and families can benefit from this visa. In the family context, spouses of investors or employees and their unmarried children under the age of 21 can also benefit from this visa. If accepted, they usually have this visa for the same period as their dependent person.

 

E-2 visa holders have a 2-year term from the date they receive the visa. This period may later be extended for periods of two years. However, E-2 visa holders are expected to have intentions to leave the country later.

The application can be made through the consulates in the country of application.

General conditions:

  • Being a citizen of one of the countries that have a valid trade agreement with the USA,
  • Have made or are making a substantial investment in a non-fraud business in the United States,
  • Intention to steer and develop the investee. The way to achieve this is to own 50% of the business or to be in an important managerial position.

 

1- Significant Investment: It is an investment that is sufficient for the successful operation of the company and enough to contribute to the possible development of the company at the highest level possible. The smaller the value of the business, the less the investment and the chance of success.

2- In addition, the investor must show that the capital was not obtained through crime.

General conditions for applying as an employee

  • Having the same nationality as the contracted investor or having one of the nationalities of the contracting country,
  • Complying with the definition of “employee” specified in the relevant law,
  • Persons with administrative or representative duties must be interested in their work or, if they are in a lower position, they must have qualifications such as special expertise in their field.

Required Investment Amount for E-2 Visa

There is no lower or upper limit set by law for the E-2 visa application. However, it has been stated that the investment to be made must be “a considerable amount” and “irreversible”.

The phrase “irreversible” means that the investment to be made is not empty and that you will incur a great loss or take such a risk with the failure of the business. The expression “a considerable amount” is a more general term. There is no clear figure about this amount in the laws. However, according to an unofficial consensus, this figure is considered to be $100,000 or more. Although this does not mean that investments below 100,000USD will not be accepted, investments below this amount are very difficult to accept. In addition, it must be proven that the business is evolving.

Here is some evidence you can provide to prove that your investment is “substantial” and “irreversible”:

  • List of materials and products purchased for the start-up
  • Relevant financial accounting documents
  • Rental contract
  • Letter of Intent
  • Sales invoice
  • Loan and/or mortgage agreements agreement for company assets
  • Value analysis of shares

What is a DUNS Number and How to Apply?

The Universal Data Numbering System, or DUNS, used by 265 million global businesses was developed in 1962 by a company called Dun and Bradstreet (D&B). This numbering system is a special 9-digit identification number assigned and held by D&B.

This number can also be considered as a kind of international trade registry number. This number, which is frequently used by vendors and potential business partners to predict the reliability and/or financial stability of the company in question, also gains importance in terms of loan requests. Another function is that the DUNS Number is needed to bid in government tenders in the USA or to apply for the SBA 8 (a) certificate. After the DUNS number is obtained, this number is considered to be assigned to the company until the end. Any commercial, non-profit, or government agency can refer to this number.

To apply for a DUNS Number you will first need the following information:

  • Legal name
  • Name and address of the business’s head office
  • Commonly accepted other name of the business
  • The physical address, city, state, and zip code
  • Postal address (if separate from headquarters and/or physical address)
  • Phone number
  • Contact name and title
  • Number of employees
  • Number of employees

What Are the Advantages of Forming a Company in Delaware?

The state of Delaware, located in the United States, has earned a reputation as the best and most business-friendly place to start a company in the world. 65 percent of the world’s major companies on the Fortune 500 list, and nearly half of the U.S. currently trading companies, are established in the state of Delaware and have their legal headquarters in the state of Delaware. Still, every day, many new company owners choose the state of Delaware for company formation.

There are many reasons for this intensity of demand and popularity. The benefits of the state of Delaware can be listed as follows;

  • It is stated that state commercial law is the friendliest for companies, and the prime guarantees provided to companies are more than many states.
  • There is the Delaware Court of Chancery established in state courts, a commercial court that does not use jury trials that can make a decision quickly.
  • The province also offers advantageous offers in terms of taxes. Delaware corporations do not charge state income tax for their “out of state” business, inheritance tax for non-Delaware residents, and corporate sales tax.

Companies that do not do business in the state of Delaware are not required to obtain a license to operate in Delaware.

 

  • In Delaware, company owners can also maintain their confidentiality within the framework of the agreement they will make within the company. This confidentiality is provided by the operating contract prepared within the company. The owners of the company are determined as a result of the meeting held by the partners, and there is no obligation to write the name of the company partners in the company establishment document. This also protects company owners. Company owners are also not required to publicly share information about their employees. Registered Agencies (“Delaware Registered Agents”) only show personal data as long as legal processes and legal obligations exist.
  • There is no requirement to reside in the state of Delaware to form a corporation.
  • Company establishment costs and subsequent transactions are quite affordable compared to other states.

What is Apostille?( Apostil Nedir?)

In today’s global world, many people can continue to live and/or work in other countries. Whether it is a natural person or a legal person, it is of great importance that official documents made in one country are also valid in another country.

An apostille is a document that ensures that an official document, including those obtained through a notary, is legally approved and used in another country. In this context, the Hague Agreement of 5 October 1961 was signed and apostille procedures were arranged between the parties. With this contract, each party undertakes to recognize the formality of the apostilled document in the other party country.

The Republic of Turkey and the United States of America are among the countries that signed the Hague Convention. Accordingly, Turkish citizens are required to obtain an apostille approval for their documents to ensure the validity of the documents they provide in Turkey in USA or to ensure the validity of the documents they obtained in the USA in Turkey.

Mandatory Elements of Apostille Annotation

  • Issue Date of Document
  • Name of the Country of Issue
  • Name of Person Signing Document
  • Place and Date of Certification
  • To which authority the seal in the document belongs
  • Its number
  • Stamp and Seal of the Issuing Authority
  • Authorized Signature