Tagar wrote:US and Russian people both invests money. Ownership: 45% - Russian people, 55% - U.S. (this can change in the feature, up to vica versa).
Yes, it's only US people should sign contracts here.
Thank you.
There are many ways to structure this, and the details are very important. So don't take this as legal advice, but instead as some general thoughts that you can use to think about structuring it. Before you actually structure it, I would recommend that you sit down with a tax attorney or a CPA who has experience in cross border structuring to discuss your specific business issues.
I think it would work best for you if you have a Russian OOO ("Ru LLC") and a U.S. LLC ("US LLC") that will elect to be treated as a corporation. RU LLC will perform the software development and its income would not be subject to taxes in the U.S. (so long as it doesn't have an office). There are transfer pricing issues between U.S. LLC and Ru LLC, and they should have a transfer pricing agreement and deal at arm's length.
US LLC will do the sales/support/administrative functions. The income that US LLC earns will be subject to U.S. corporate tax at 35%. However, because most of the work is done in Russia, only a small part of the overall income will be in U.S. Additionally, the Russian investors should capitalize the US LLC with debt, so that the interest payments are tax deductible in the U.S. and further reduce the taxable income. The US LLC will also pay salaries and office expenses, so at the end, although there is corporate tax, it should only apply to a relatively small amount of income.
The US LLC will pay dividends to Russian investors. The dividends are subject to either 5% or 10% withholding tax in the US However, the Russian investors should receive a Russian tax credit for that amount. So if the Russian tax is, for example, 15%, then they should pay 10% or 5% in Russia on the dividends received.
If the Ru LLC is majority-owned by U.S. people, then there are special rules and U.S. people may have to recognize income.
---------------------------------------------------------
To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication, unless expressly stated otherwise, was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any tax-related matter(s) addressed herein.
)? Чтобы книга охватывала в том числе такие непростые темы.