Is your firm preparing to enter the US market as part of your expansion/growth plan? The temptation may be to start registering a domain name, and perhaps sending in employees from the existing company to get started.

Actually, the best plan is to
1. Incorporate a US subsidiary first, preferably in Delaware
2. Set up a US structure, first by registering your new company in the state where you want to actually conduct business, then open a bank account, infuse the company with initial capitalization as a mix of share capital and loans, and use this funding to create a viable US company.
3. If you will be sending management on a regular basis, do the set up using B1 visas, then after obtaining an office or other permanent base, apply for L-1 visas. The L-1 application process requires a documented permanent presence first.
4. Get your web domain foreigncompany.com set up, owned and paid for by the US company
5. Register your company name and product names as trademarks. Use of the names on a website generally counts as first use in business, a necessary step for trademark protection
6. Bring in any non-US management or other talent using the US company’s funding, not funding from abroad, unless they come for a short duration, or for a specific short-term project.

By following this strategy, you will avoid many of the tax and liability problems that come from doing business in the US as a branch of a foreign company.

As reported at Law.com, a Federal court judge has struck down Pennsylvania’s law that prohibits corporate entities in Pennsylvania from using blasphemous words in a corporate name. Because the law was written to prevent corporate names from using words offensive primarily to Jews and Christians, the law was struck down on First Amendment grounds – Freedom of Speech and No Establishment of Religion.

When you are deciding whether to set up a new corporation or a set up a new LLC, there are many to issues to consider, including who your intended investors will be, what your corporate purpose will be and the tax considerations. On the surface, the two types of entities look very similar, and from day to day there is little difference from an operating point of view.

However, there is a key fundamental difference that will affect the corporation over time: a corporation is separate from its owners while an LLC is essentially composed of its owners.

The basic power structure of a corporation is this:
• The officers are the only ones who can obligate the company; the officers are appointed by the directors, who in turn are elected by the shareholders. For a one-person company or Exxon/Mobil, the structure is the same.

• For an LLC, the members are all powerful, and can decide to delegate some or all of their powers to managers.

For a very small company, the distinction is minor, but as soon as the company grows the potential for trouble expands exponentially.

This difference becomes apparent on the day of its organizational meeting, when the directors issue the shares of the corporation to the shareholders. This is a deal between separate parties: the shareholders must buy the corporation from the company in exchange for cash and/or services, with the directors determining whether the value received is fair. Because the corporation is a separate entity from the shareholders, the shareholders then need to sign a contract with the corporation to define what they are receiving and what restrictions are placed on the purchase. Just being a shareholder does not entitle you to any of the corporation’s assets nor guarantee a voice in governing the company; nor empower you to act on behalf of the company in any way. Without a shareholder agreement that limits the ability to transfer shares to someone else, you find that another shareholder has sold their shares to someone else, and you may wind up with unwanted fellow shareholders, including those not permitted to be shareholders under security regulations and perhaps even competitors.

A limited liability company, on the other hand, is based on partnership law. Members are very powerful unless the operating agreement has taken their default powers away. In an LLC with no Managers, all the members have the right to obligate the company individually unless the operating agreement takes this ability. Even where there are Managers, their roles are defined in the operating agreement, and members may still have substantial powers to bind the company on their own. In a single member LLC, this is not important but as the company grows this can become a massive headache for the unprepared.

Don’t wait until someone has stolen your name or otherwise infringed on your trademarks before you start the filing process. By filing an Intent to Use petition with the US Patent and Trademark Office (USPTO), you can start to protect your trademark even before you open shop.

In this post by Matt Bartus you will learn how to protect your company trademarks before setting up your new business.

You can also learn a lot from the resources at Lombard & Geliebter, where you will find a list of articles relating to trademark law from a very reliable and professional firm.

Cognitive Code’s SILVIA Platform from Leslie Spring on Vimeo.

I admit it, I’m an addict of Ted.com. This particular video, however, is spot-on, and definitely worth watching and thinking about.

Princeton Entrepreneur Network’s 14th Annual Conference today launched their Social Enterprise track as an adjunct to their regular entrepreneurial group, as a reflection of the growing interest in doing well by doing good.

Besides their keynote speaker, various discussions of starting a business and getting PR, and annual business plan contest, there was a fascinating presentation by MIT’s Media Lab followed by panel discussions on Education, Economic Development and Health Care which made the rather maddening ride out from NYC very worth while.

I chose the Economic Development panel, as I’ve had some experience in the field and was rewarded with a panel of experts including Brian Hays, CEO of Bel Soleys Inc (www.belsoley.com), a seller of hot sauces made from Haitian peppers. A retired Marine Corps officer, Brian is seeking to help out in the earthquake-ravaged country in the best way he can, by hiring Haitians and providing a means to help them earn money. “it’s quite simple,” he says, “people need to earn money. Money really can solve a lot of problems that people have, including going to the hospital and paying for proper health care. I know it sounds obvious but I learned it again when I was there.” Brian also pointed out that it took over a year to set up a corporation in Haiti, and the procedure included getting President Preval’s signature – twice. This archaic system of company formation hinders the creation of new jobs and prevents Haitian entrepreneurs from doing what entrepreneurs do best: quickly responding a new situation with solutions that provide value to everyone involved.

If you want to be part of a startup management team, or be the founder of your own company, what job should be in your resume? Sales!

First of all, if you are planning to start a business, someone has to get the product into the hands of paying customers. Those who can do this successfully are the most valuable people in the company, and generally get paid first.

Nothing happens in business until there’s a sale, and a business is worth exponentially more to investors when there’s live customer with real money committed to buying the company’s product.

Getting customer feedback and learning to deal with and overcome rejection. No matter how good the product, not everyone will buy some things – even if they are offered free. Being able to handle the stress of rejection, and learning to overcome these objections and make the sale consistently comes from experience. If you find that you just cannot handle this rejection, then life in a startup will be very difficult indeed.

Available in streaming video, you can watch the premier event of cutting-edge technology, innovation and entrepreneurship. Watch it live here: Live TechCrunch. A virtual Who’s Who of the Disrupters in the tech world.

Looking for new challenges?
The i6 Challenge is a new $12 million innovation competition administered by the Economic Development Administration (EDA) of the U.S. Department of Commerce, in partnership with the National Institutes of Health (NIH) and National Science Foundation (NSF). EDA will award up to $1 million to each of six winning teams with the most innovative ideas to drive technology commercialization and entrepreneurship in their regions. NIH and NSF will award a total of up to $6M in supplemental funding to their SBIR grantees that are associated or partnered with the winning teams.

Learn more and sign up at EDA Innovation Challenge