Uno de los primeros pasos a seguir cuando se plantea iniciar un negocio/empresa en Estados Unidos, como en cualquier otro país, es determinar la forma jurídica que se adoptará; dependiendo de la forma que se elija derivarán las obligaciones y los requisitos que se tienen que cumplir.

En Estados Unidos existen, en general, cuatro tipos de empresas, además cada una de ellas puede contener a su vez diferentes variaciones:

Sole Proprietorship (Propiedad única)

Esta forma jurídica exige pocos requisitos. El propietario asume toda la responsabilidad tanto financiera como operativa. Los activos de la persona están directamente ligados a los de la empresa, por lo que el propietario asume todos los riesgos sin ninguna limitación.

El propietario tiene el control directo de todos los elementos y es legalmente responsable de las finanzas de dicho negocio y esto puede incluir deudas, préstamos, pérdidas, etc. Un propietario único puede utilizar un nombre comercial o razón que no sea el suyo, o su nombre legal.

Corporation (Corporación)

Se trata de entidades independientes de sus propietarios. Los propietarios (accionistas en este caso) están protegidos de las obligaciones y responsabilidades generadas por la empresa. A nivel fiscal existen dos tipos: “S” y “C”. Los impuestos de las de tipo C son responsabilidad de las empresas y, tras el reparto de beneficios, a nivel de accionistas. Las de tipo S no tienen obligaciones impositivas, sino que éstas son responsabilidad exclusiva de los accionistas.

Partnership (Sociedad Limitada)

Se encuentra formada por dos personas o entidades para poseer y y gestionar una empresa. Los socios comparten beneficios, pérdidas y la gestión de la empresa, mientras que los impuestos son responsabilidad individual de los socios.

Existen otros dos tipos de sociedades: Limited, en que unos socios tienen responsabilidad ilimitada y otros limitada; y Limited Liability, en la que los socios están protegidos en casos de negligencia de otros socios.

Limited Liability Company (Sociedad de Responsabilidad Limitada)

Es una combinación de Corporación y Sociedad Limitada, es decir, los propietarios controlan acciones y su responsabilidad por las operaciones de la empresa se baja en su nivel de inversión. Los impuestos son responsabilidad individual de los accionistas. Al final del ejercicio fiscal, los beneficios se reparten entre los socios y son estos los que tributan por las ganancias obtenidas.

En Estados Unidos existen empresas dedicadas a resolver los trámites necesarios para la creación de negocios dentro del país. De acuerdo con el Ministerio de Empleo y Seguridad Social del gobierno de España, los estados más recomendables para registrar una empresa para los no estadounidenses, son Delaware, Nevada y Wyoming. Asimismo, la dependencia apunta que el tipo de empresa con más ventas y popular entre los extranjeros no residentes es la Limited Liability Company.

Por su parte, el gobierno de Estados Unidos cuenta con un organismo dedicado a fomentar la Small Business Administration (BSA, pequeña empresa), el cual cuenta con una guía para elegir el tipo de estructura empresarial y otra sobre las preguntas frecuentes sobre constitución de empresas. Puedes visitar la página haciendo click aquí.

 

Fuente: Ministerio de Empleo y Seguridad Social




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