Disclaimer: I'm not a lawyer or accountant, and this is not legal or accounting advice.

I recently created a US company. Here's what I learned:

Most companies are set up in Delaware, because of Delaware's taxation and advanced corporate legal system. Setting up (and shutting down) a company in Delaware is very simple and streamlined, and most big US corporations are technically Delaware corps.

If there's a chance of raising US VC capital in the future, you will want to create a Delaware "C" Corporation, specifically. Many VCs will demand that you create a "C" Co. and transfer IP/business if you had another Co. previously. Ownership in a "C" Co. is based on shares, and the "C" Co. can later release and sell new shares to VCs: that's how investment deals happen in a nutshell.

To set up the company, we used a lawyer. After shopping around, $300/hr is what you should be prepared for, with about 10-20 hr to set up the "C" Co., another 10-20 if you want to transfer IP. Also, if your existing Co. is located in say Egypt, you'll need Egyptian legal council to cover your ass on that end (VCs will demand egyptian legal opinion for transfer of IP).

Once you have the company, you will need an EIN. That is simple and can be completed using a website for a Delaware Co. Then you need to open a bank account. In our case a US based partner did that at his local bank. There's an outfit called Bank of Silicon Valley who seem to be helpful in cases like yours and you can open an account with them, over the phone. Then you will need a virtual office and mail forwarding services, such services exist for Delaware Co's for a low yearly fee (~$50/mo), your lawyer will set you up. You'll also need a US accountant. Btw. your US lawyer will give you all this information. Overall you should expect to spend $10-20K on this.

In practice, the whole thing is pretty simple, and can be managed through email (scans for signatures), and US businesses are used to this. The whole thing can be completed in 1-2 weeks from the point of making initial contact with the US lawyer. Although lawyers have a bad reputation, I found that most lawyers are usually very professional and upfront about what they will charge and what the process will be, what to expect. If you need a contact try http://wsglegal.com is who we were recommended, used, and were very happy with. (I'm not affiliated).

So far so good, what sucks is the accounting / tax issues. That's where you will waste most of your time, esp. if you are based in Egypt. In our experiences, while lawyers are pretty professional about what they do, accountants are less so, and accounting/tax issues are the worst offenders for wasting valuable time. That's where you should be prepared for shit to hit the fan initially, esp. for international issues where neither side (US/Egypt) will have complete legal/accounting/tax knowledge. Your cheap plain vanilla local accountant will be useless.

Finally, you should know that the USA is a very litigious country, meaning people are more likely to sue you if they feel you owe them or you've wronged them. So once you have a US presence (a US Co.), customers and business partners, sooner of later shit _will hit the fan_ and you will probably get sued. It's the cost of doing business.

Overall, in my experience, if you don't want to raise US capital, I would suggest you do _not_ set up a US Corp. Staying local, and having to only deal with local legal/accounting/tax issues is _much_ simpler for you. Also, if your company is based in Egypt it's probably harder to sue you. I would invest major energies is trying to figure out how to take payments as an Egyptian entity, although admittedly I don't have much experience in this. You could also look into setting up a UK Co., I know people who did that to take payments.

The EverWrite guys have a nice writeup here:

http://everwrite.com/opening-a-delaware-corporation-an-incor...