アメリカビジネス進出マニュアル:会社設立編(その1)

出典:https://www.freepik.com/free-photos-vectors/people-shaking-hands
出典:https://www.freepik.com/free-photos-vectors/people-shaking-hands

前回、アメリカにビジネス進出するための取り組みの一つとして、採用のあり方についてお伝えしました。

アメリカビジネス進出マニュアル:採用編

本日は、第二弾として会社設立に関するマニュアルをお届けします。

 

そもそも法人設立が必要なのか

米国でビジネス展開する上では、必ずしも法人を設立する必要はありません。非法人で活動する方法としては、下記が考えられます。

  • 駐在人事務所:登録は不要。ただし、活動行為は親会社の行為としてみなされる。
  • 支店:州の登録が必要。支店の行為は、親会社の行為とみなされる。
  • パートナーシップ:文字通り、複数の個人または組織で経営や利益配分の権利を共有する簡易組織です。全ての社員が無限責任である一般パートナーシップと、無限責任を 負う社員と有限責任を負う有限社員とで構成される有限パートナーシップがあります。

 

それぞれの事業形態は、登録の必要性や責任の所在、税金の適用などが異なるため、自社にとってどの形が良いか検討すると良いでしょう。なお、JETROによると、次の基準を参考に検討するのがよいとのことです。

  1. 米国で展開する事業の規模や業種
  2. 事業登録の要否など、米国進出をスタートするにあたっての容易性
  3. 税務上のメリット・デメリット
  4. 米国の法的リスクが、構成員や日本の親会社に波及する可能性

 

法人設立する場合は二つの事業形態がある

検討した結果、法人設立がふさわしいと考えた場合は、法人の事業形態を選択しましょう。事業形態は下記の2つがあります。

Corporation Limited Liability Corporation
設立方法 事業を行う州で基本定款の登録 事業を行う州で基本定款の登録
構成員・親会社の責任 有限責任 有限責任
税務 連邦および州の法人税の対象とな る。

二重課税

連邦および州の法人税の対象とな る。

パス・スルー課税 (Corporation として、二重課税 を選択することも可能)

JETRO「米国における事業進出 マニュアル 」より引用

選択肢は、CorporationとLimited Liability Corporation (LCC)の2つです。設立方法や責任の所在は同じですが、税務面では大きな違いがあります。

 

Corporationの特徴

Corporationは、日本でいうところの株式会社に相当します。株式を発行して資金と集い、設立します。株式の譲渡によって、所有権を移転することができる点がLLCとの違いと言えるでしょう。

 

Limited Liability Corporationの特徴

LCCは、日本の合同会社に相当します。出資者はMember(社員)と呼ばれ、会社の権利を簡単に譲渡することはできません。その結果、所有だけでなく、経営を行うことができる点が特徴と言えます。

 

両者の違い

 

税金

Corporation は、法人(法人税)と株主(所得税)に対して課税されるのに対し、LCCでは法人に対する課税がなく、法人が生み出した利益は社員の所得税として課税されます。これをパス・スルー課税と言い、LCCを選択する上での大きなメリットと言えるでしょう。

 

 

日本の親会社との関係

日本の企業から米国 LLC に対する出資は、損益通 算のメリットを享受できない可能性があるため、事前の確認が必要となります。また米国LCCで訴訟された場合に、その責任が日本企業に及ぶ場合もあるので注意が必要です。

 

このように法人を作ること意外にも多様な選択肢がありますので、自社の海外展開に適した事業形態を選択されると良いでしょう。

次回は会社設立に関して詳細をお伝えします。

 

オハイオ州コロンバスへの進出相談・資料請求はこちらから

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