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Recently I learned about the Stripe Atlas service, which allows people from all over the world to found a C corporation in the US (Delaware).

If I:

  • am a Russian citizen,
  • live in Russia,
  • have no employees and
  • no co-founders

can I register a C corporation in the US such that I'm the only owner of it?

In other words: Can I form a C corporation alone?

The main purpose of incorporating in the US is the ability to accept payments from US customers more easily.

On Wikipedia I read

Most state laws require at least one director and at least two officers, all of whom may be the same person.

From that I conclude that it's in fact possible (legal) to have a C corporation with only me as the owner/founder and no employees.

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Answer: Yes, you can form one-person C corporation under Delaware's laws.

In the U.S., corporations are created by statute and every state statutes that regulate their formation and operation.

In Delaware, you are allowed to have one-person corporations. All corporations have three tiers of participants: the shareholders, who elect members to the board of directors; the board, which in turn appoints officers to manage the company on a day-to-day basis; and at least three corporate officers: president or chief executive officer, treasurer or chief financial officer, and secretary.

This structure applies equally to the single shareholder corporation. It is just a matter of having the proper documents and paperwork. Something you want to ensure gets done correctly. You would need the assistance of a person or company–much like the Stripe Atlas Service you reference in your question–to act as your registered agent. A registered agent is a business or individual designated to receive service of process when a business entity is a party in a legal action such as a lawsuit, summons, or subpoena. Basically, they act as your business's presence in the state of Delaware.

For example:

  1. The corporation must issue a stock certificate to you showing that you are the shareholder.
  2. You must prepare minutes from a meeting where you, as the shareholder, elect yourself as the sole director to the board.
  3. You then must prepare another set of minutes covering board of director matters, which would include showing that you, as director, have appointed yourself to the three officer positions.

Additionally, you may want a lawyer to ensure everything is set up correctly because the consequences of not following the corporate formalities can be severe. Failing to follow the requirements for electing a board of directors and appointing officers would cause someone to be able to pierce the corporate veil. If someone pierces the corporate veil, that means you lose one of the main benefits of operating as a corporation: limited liability. Without the limited liability in place, someone could go after you personally for the company's debts or liabilities. (This probably isn't an immediate concern since you are in Russia, but is something that you nevertheless should keep in mind.)

Also, the C corporation part is something that has nothing to do with how many shareholders, board members, or officers are in your corporation. It is a tax issue. By default, your corporation would be a C-Corp. As you already figured out, because you are not a U.S. resident, I think a C-Corp. is the only type of for-profit corporation you could own as far as the I.R.S. is concerned.

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I think a C-Corp. is the only type of for-profit corporation you could own as far as the I.R.S. is concerned.<

Actually there is the S-Corp and LLC which are both corporations which can be owned by an individual. The one you choose should be the one which offers your business and personal lives the best tax advantages. I have owned all three types and according to my accountant each circumstance required choosing a different one, for tax purposes. I think typically one gain's the most tax benefit from a C-Corp, but only after reaching a certain level of profits since you can choose and pay your salary after the Corporate taxes are almost finished.

The C Corps biggest advantage may be in the "corporate veil", which keeps you from being personally liable to lawsuits against the Corporation.

  • Regarding corporate veil: Doesn't LLC protect you as a person from claims to the company? I'm not familiar with American laws, but in Germany and Austria, the owners of LLC (called GesmbH there) is not liable for debts of the company (i. e. if the LLC has lots of debts and declares bankruptcy, it's impossible to go after owners' private assets to pay the company's creditors). Maybe I misunderstood something. – DP_ Mar 3 '16 at 10:22
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    When I said a C Corp was the only type of corporation "you could own"; "you" was the person asking the question. @DmitriPisarenko explained in his question that he is not a US citizen and that he does not reside in the U.S. Since S Corps cannot have foreign shareholders, that is why I suggested a C Corp. See 26 U.S.C. § 1361(b)(1)(C). Can you clarify your statement about only C-Corps having the corporate veil? The corporate veil is another way of saying limited liability protection. It is not limited to corporations and includes LLC, LLP, and other limited liability entities. – Mr_V Mar 3 '16 at 14:05
  • @DmitriPisarenko, you are correct. I think the person asking this question is confused. Chat me and I will be glad to clarify and provide you with law that supports my positions. The S-Corp is not a unique type of corporation. It is a corporation (or Limited Liability Corporation, Partnership, etc.) where someone files particular paperwork with the IRS to have it taxed differently than a "normal" corporation. S-Corps avoid corporate taxes by directly taxing the losses and profits to shareholders. – Mr_V Mar 3 '16 at 14:11
  • An S-election has to be made by a U.S. person. A Russian individual cannot make an S -election. – ohwilleke Nov 18 '17 at 3:16

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