Presentation by attorney Jan S. Wimpfheimer on the differences between doing business in the US for Israeli companies
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1. Adv. Jan S. WimpfheimerS. Wimpfheimer, Aronoff &
Co.March 8, 2011 077 667 0700 [email_address]
2. Top Ten legal issues confronting Israel companiesdoing
business in the US 3. Different levels of government
U.S. Federal
States
County and City
4. Corporate Documents
Certificate of Incorporation and By-laws.
Publication of Governing Documents.
No limit of owners for private company.
Owners NOT publicly listed.
Entities are state-incorporated.
5. Officers and Signature Rights
In U.S. companies, the Board appoints executives as
officers.
CEO, Vice President, etc.
Officers have de facto signature rights on companys
behalf.
Directors do NOT have such rights.
6. Limited Liability Companies
Not a company and not a partnership.
Best aspects of both.
Has gained respect since introduced in early 90s.
Series LLCs.
7. Auditor
No requirement for audited financial statements for U.S.
entities.
8. Tax Returns
Every entityandindividual must file a U.S. tax return every
year.
9. Affiliate Transfers
Transfers of assets and businesses among affiliated
entities.
Not taxable events.
Not subject to capital gains tax.
Often even if not 100% common ownership.
10. Credit Cards
Credit card issuers give credit to customers who dont bank with
their affiliates.
Other than traditional Amex cards, monthly payments may be less
than outstanding amount!
Multiple cards for minimal annual fees are common.
No monthly or transactional fees (other than foreign exchange
and advances).
11. Loans and Collateral
Changing market in U.S. much harder than it used to be.
Lenders give credit to customers who do not bank with their
affiliates.
Collateral need not be signed over to banks name.
Security interests and UCC forms.
12. Good Faith
In the US, there is no statutory duty to act in good faith with
third parties.
General notions of fair dealing still apply, but not the
same.
13. THANK YOU This presentation includes general information and
should not be regarded as legal advice. For more information about
the issues included in this presentation, please contactJan S.
Wimpfheimerdirectly. This invitation to contact is not a
solicitation for legal work, and any new attorney/client
relationship will be confirmed in writing. 077 667 0700
[email_address]