Ask a Business Lawyer. Get Business Law Questions Answered ASAP.
Thank you for your prompt reply.
I want to be 50/50 partners with my developer in Italy.
We're starting out with a shoestring budget, with mostly sweat equity, but we hope to sell it at some point if revenue reaches $10M+.
Thank you for your follow-up.In that situation LLP is less favorable because an LLP is harder to dilute (essentially each time a new partner is added, the partnership has to be scrapped and restarted with new partners. An LLC is more flexible and still provides limited liability protection for both parties. It also allows creation if one or more of the parties is a foreign citizen, provided that at least the registered agent or other parties are US citizens. It is not necessary to incorporate right away but it is wise because it then protects parties from the start, rather than potentially places into dispute what is a personal asset or creation, and what is actually owned by the LLC. In terms of where to register, each state has slightly different rules, tax structures, and protection for shareholders--it really depends on what you are seeking primarily. In terms of registering elsewhere, it is not necessary but if the LLC ends up doing a lot of business in one state or region, it may be wise to register there also as a foreign corporation for additional benefits.Good luck.