NON-CONFIDENTIAL FOR EXTERNAL USE ESTABLISHING A U.S. COMPANY May 2014 Business Sweden USA BUSINESS SWEDEN MAKES IT EASIER FOR SWEDISH COMPANIES TO GROW INTERNATIONALLY Operations in Sweden Headquarters in Stockholm Step 1 EXAMINE OPPORTUNITIES Step 2 CHOOSE STRATEGY Step 3 ESTABLISH PRESENCE Step 4 DEVELOP BUSINESS Regional Export Advisors across Sweden Trade Commissioners and Managers regularly visit different parts of Sweden Operations Abroad Nearly 400 employees in over 50 countries Through our partner network we cover more than 100 countries worldwide Business Sweden USA Operational since 1949 Offices in Chicago, New York and San Francisco Nearly 20 local and Swedish employees BUSINESS SWEDEN AIMS TO BE THE PRIMARY CONSULTING PARTNER FOR SWEDISH FIRMS DOING BUSINESS IN THE U.S. BUSINESS SWEDEN 5 NOVEMBER, 2014 2 THE UNITED STATES, IN BRIEF Area: 9.8 million square kilometers – almost 22 times the size of Sweden Population: 316 million people Government: Constitution-based federal republic with a strong democratic tradition Head of government: President Barack Obama Legislature: U.S. Congress, comprised of Senate (upper house) and House of Representatives (lower house) Languages spoken: English (82.1%), Spanish (10.7%), other European languages (3.8%), Asian or Pacific Island languages (2.7%), other languages (0.7%) Currency: U.S. Dollar, $ GDP per capita: $51,749* Inflation rate: 1.5%* Main exports and imports: Agricultural products, industrial supplies, capital goods, consumer goods Swedish exports to the U.S. in 2013: 68 billion SEK Swedish imports from the U.S. in 2013: 28 billion SEK SOURCES: CIA WORLD FACTBOOK, STATISTICS SWEDEN BUSINESS SWEDEN *2013 ESTIMATED AVERAGES 5 NOVEMBER, 2014 3 THERE ARE FOUR MAIN BUSINESS ENTITY TYPES ONE ENTITY TYPE, THE CORPORATION, HAS TWO SUBTYPES Corporation A separate legal entity owned by shareholders who enjoy protection from personal liability C Corporation S Corporation Files and pays corporate income taxes directly Closed corporation, shares held by members of a family or by relatively few persons Must pay taxes on income left over after the payment of business taxes Typically no U.S. residency requirement for shareholders, officers or directors However, a resident U.S. “registered agent” must be provided in order to establish a C Corporation BUSINESS SWEDEN No shareholder may be a nonresident alien S Corporations are generally not taxed on income; rather profits or losses “pass through” to the shareholders, based on their percentage of ownership The shareholders then must personally pay taxes on that income in a similar manner to C Corporations 5 NOVEMBER, 2014 4 THE OTHER ENTITY TYPES ARE LIMITED LIABILITY COMPANIES AND MULTIPLE PARTNERSHIP OPTIONS General Partnership Limited Partnership (LP) Not a separately taxed entity, where profit or loss flows through to the partners This entity features general partners, who have management authority and personal liability This type of entity must be formed by two or more partners At least one person, however, must be in the limited partner role, and this partner does not have management authority Contracts are key in all partnership arrangements in the U.S. Limited Liability Partnership (LLP) Partners enjoy some protection against personal liability These partners must be licensed under state law to engage in accounting, law or architecture An LLP is not a separate entity for income tax purpose; profits and losses are passed through to partners and reports on each one’s tax return BUSINESS SWEDEN Tax on income derived in this entity is paid at the rate applicable to the partner Limited Liability Company (LLC) This is a hybrid business entity It has a separate legal existence and generally offers liability protection to its owners It can be classified as either a partnership or a corporation for tax purposes 5 NOVEMBER, 2014 5 BUSINESS SWEDEN USA CAN GUIDE YOUR COMPANY THROUGH THE INCORPORATION PROCESS With an attorney, Business Sweden will register your company in the appropriate state(s) State Registration State registration can take between one day and three weeks to complete Business Sweden monitors this process on your behalf Ownership Structure Business Sweden will help determine the appropriate ownership arrangement This arrangement depends upon your company’s existing structure A Tax ID or Federal Employer ID Number (FEIN) will be assigned to your company Federal Employer ID This is the equivalent of the Swedish organisationsnummer Business Sweden helps obtain the ID number after your company has been incorporated SWEDISH COMPANIES SHOULD BUDGET BETWEEN FOUR AND SIX WEEKS FOR THE ENTIRE U.S. REGISTRATION PROCESS BUSINESS SWEDEN 5 NOVEMBER, 2014 6 BUSINESS SWEDEN USA CAN OFFER ASSISTANCE WITH A RANGE OF IMPORTANT ISSUES Insurance and Law In the U.S., it is important to carry insurance for personal liability, product liability, office space, and for a company’s officers and directors Contracts in the U.S. are much more detailed than in Sweden, and there is no such thing as a “standard” contract A company may need several attorneys for different purposes, including immigration and contracts Finances and Accounting Local accounting and bookkeeping must be in order to comply with U.S. Internal Revenue Service (IRS) audits Bank accounts with local banks are required in order to make payments and to do payroll processing BUSINESS SWEDEN Employee Benefits Most employers in the U.S. offer benefits packages that comprise health and dental insurance Employers typically offer retirement savings plans for employees, as there is no U.S. national pension Commissions, bonuses and profit-sharing plans are also quite common, especially for salespeople Business Sweden can help enlist local professional help for designing these employee packages Intellectual Property Intellectual property rights in the U.S. are very strong, but they require significant paperwork Copyrights, patents, trademarks, internet domains, and non-disclosure agreements with suppliers and employees all must be filed separately 5 NOVEMBER, 2014 7 ANY OF BUSINESS SWEDEN’S THREE U.S. OFFICE LOCATIONS CAN ASSIST AND SUPPORT YOUR COMPANY SAN FRANCISCO CHICAGO NEW YORK CITY 100 Montgomery Street 150 N. Michigan Avenue 220 E. 42nd Street Suite 1780 Suite 1950 Suite 409A San Francisco, CA 94104 Chicago, IL 60601 New York, NY 10017 USA USA USA +1 415 835 3000 +1 312 781 6222 +1 212 507 9001 usa@business-sweden.se usa@business-sweden.se usa@business-sweden.se (9 hours behind Sweden) (7 hours behind Sweden) (6 hours behind Sweden) BUSINESS SWEDEN 5 NOVEMBER, 2014 8