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В течение долгого времени США считаются наиболее привлекательной юрисдикцией с точки зрения учреждения компаний. Но, принимая решение о регистрации компании в США, необходимо учитывать дополнительные факторы, например, такие как: налоговая политика и законодательная база в отношении регистрируемых компаний. Хотя за последнее время перечень штатов, которые активно используются для регистрации несколько расширился- Арканзас, Юта, Орегон, Невада — данные штаты, в том числе и Делавэр, можно считать налоговыми гаванями, только если речь идет о местных налогах. Таким образом, компании, зарегистрированные в этих штатах, ведущие бизнес за пределами штата, местный подоходный и корпоративный налоги не платят.
Уполномоченные лица регистрируемой компании по собственному усмотрению могут и не подавать заявку на регистрацию в Департаменте Внутренних Доходов (Federal IRS) хотя форма SS-4 (Social Security — 4), как правило, выпускается вместе с документами компании. Практически все компании, регистрируемые для оффшорных целей и ведущие свою деятельность за пределами США, и не открывающие счетов в США в IRS не регистрируются, т.е. IRS не знает о существовании таких компании вообще. В любом случае, ответственность за отсутствие регистрации в Департаменте Внутренних Доходов несут уполномоченные или связанные с ними лица компании, которые имеют право действовать от имени компании.
После регистрации и до начала ведения деятельности каждая компания, независимо от формы (LLC или INC), обязана зарегистрироваться в Департаменте Внутренних Доходов. Если компания регистрируется в IRS после того, как начала работать, штрафы не начисляются, если бюджет США не понес прямых убытков.
Ежегодно в течение 3 – х месяцев с момента окончания финансового года (обычно 31 декабря, либо в конце любого месяца, но не более 12 месяцев с даты инкорпорации) компания должна подать отчет в IRS. Компания, которая имеет нерезидентных акционеров не может быть квалифицирована как partnership в налоговых целях. Следовательно, компания должна будет подавать отчеты и платить корпоративный налог на прибыль. LLC может выбрать налоговый режим partnership. В таком случае ее участники, резиденты США, должны подавать отчет в США.
Если компания деятельности не вела, прибыли не имела и не была зарегистрирована в IRS и / или не подавала отчеты, штрафы, не возникают. В противном случае, размер штрафа рассчитывается IRS в индивидуальном порядке, принимая во внимание размер фактического или вмененного ущерба. Лимитов по штрафам нет. В некоторых штатах практикуется начисление штрафов за весь период без ограничения по времени от момента регистрация и до конца света; устав компании на этот период не аннулируется. На компании, не оплачивающие федеральные налоги и не зарегистрированные в IRS, договора об избежании двойного налогообложения не распространяются. Соответственно, невозможно получить справку о резидентности компании.
Если Вы все таки решили зарегистрировать компанию в США и не регистрировать ее Департаменте Внутренних Доходов, то такая организационная форма как LLC является менее уязвимой, если она ведет бизнес за пределами США и ее участники нерезиденты. Данная форма компаний действует на основе соглашения о партнерстве ее участников, которая регулирует, в том числе правовые и имущественные споры. Участники (партнеры) данной компании сохраняют ограниченную ответственность независимо от участия в управлении компанией. По закону штата Делавэр уже существующие компании могут слиться или консолидироваться в компанию LLC. Таким путем можно превратить существующее предприятие в LLC и сохранить или приобрести новые преимущества ведения дел согласно закону штата Делавэр.
Напоследок следует заметить, что фискальные органы США являются одними из самых консервативных в мире, поэтому рассчитывать на налоговые поблажки для компаний, зарегистрированных в США, все – таки не стоит.
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