Can I form a single-owner C Corporation in the US as a non-citizen? Recently I learned about the Stripe Atlas service, which allows people from all over the world to found a C corporation in the US (Delaware). If I: am a Russian citizen, live in Russia, have no employees and no co-founders can I register a C corporation in the US such that I'm the only owner of it? In other words: Can I form a C corporation alone? The main purpose of incorporating in the US is the ability to accept payments from US customers more easily. On Wikipedia I read Most state laws require at least one director and at least two officers, all of whom may be the same person. From that I conclude that it's in fact possible (legal) to have a C corporation with only me as the owner/founder and no employees.
Answer: Yes, you can form one-person C corporation under Delaware's laws. In the U.S., corporations are created by statute and every state statutes that regulate their formation and operation. In Delaware, you are allowed to have one-person corporations. All corporations have three tiers of participants: the shareholders, who elect members to the board of directors; the board, which in turn appoints officers to manage the company on a day-to-day basis; and at least three corporate officers: president or chief executive officer, treasurer or chief financial officer, and secretary. This structure applies equally to the single shareholder corporation. It is just a matter of having the proper documents and paperwork. Something you want to ensure gets done correctly. You would need the assistance of a person or company–much like the Stripe Atlas Service you reference in your question–to act as your registered agent. A registered agent is a business or individual designated to receive service of process when a business entity is a party in a legal action such as a lawsuit, summons, or subpoena. Basically, they act as your business's presence in the state of Delaware. For example: The corporation must issue a stock certificate to you showing that you are the shareholder. You must prepare minutes from a meeting where you, as the shareholder, elect yourself as the sole director to the board. You then must prepare another set of minutes covering board of director matters, which would include showing that you, as director, have appointed yourself to the three officer positions. Additionally, you may want a lawyer to ensure everything is set up correctly because the consequences of not following the corporate formalities can be severe. Failing to follow the requirements for electing a board of directors and appointing officers would cause someone to be able to pierce the corporate veil. If someone pierces the corporate veil, that means you lose one of the main benefits of operating as a corporation: limited liability. Without the limited liability in place, someone could go after you personally for the company's debts or liabilities. (This probably isn't an immediate concern since you are in Russia, but is something that you nevertheless should keep in mind.) Also, the C corporation part is something that has nothing to do with how many shareholders, board members, or officers are in your corporation. It is a tax issue. By default, your corporation would be a C-Corp. As you already figured out, because you are not a U.S. resident, I think a C-Corp. is the only type of for-profit corporation you could own as far as the I.R.S. is concerned.
I've answered this in the context of US patent law, but similar principles apply elsewhere in the world. As stated in 35 USC 271, "whoever without authority makes, uses, offers to sell, or sells any patented invention, within the United States or imports into the United States any patented invention during the term of the patent therefor, infringes the patent". Thus, a patent provides the patent owner with the right to exclude others from performing these actions, and the right to sue anyone who does perform these actions (both to stop them from infringing the patent, and to collect monetary damages for their infringement). Creating an infringing product and then licensing it under the GPL (or any other scheme) does not change the fact that it infringes a patent. 35 USC 271 also states that "Whoever actively induces infringement of a patent shall be liable as an infringer". This means that, even if the creator of the infringing product does not perform any infringing acts in the US, the act of offering it for free use could be construed as induced infringement of the patent, and they could still be sued for that infringement.
@Rick aptly answers your first question (and I totally agree with his answer including his conclusion that the cited provisions apply to single member LLCs). So, I'll touch on issues associated with your second one. Would there be anything legally wrong with my intentionally wasting the company's money or doing something similarly pointless and harmful to the business, considering I'm the only actual person (as in human, not legal person) who is harmed in any way? If the way you use the money wastefully is considered by a court to be a de facto distribution by the LLC to you, its sole member, and this renders it insolvent (as defined in ORS 63.229 (Limitations on distributions), you could have personal liability for the distribution to the company. See ORS 53.235. Creditors of the company could then garnish that obligation to collect their debts owed to the company from you (a garnishment is technically a right to obtain money or property from someone who owes a debt to a judgment debtor, usually a bank or employer, but not always as in this case). Intentionally wasting the company's money would probably constitute a &quot;fraudulent transfer&quot; on the part of the LLC which could expose you to liability to third-party creditors if those actions left the company unable to pay its debts as they came due, or with assets with a fair market value that was lower than the fair market value of its current and currently anticipated liabilities. This parallel liability would arise under the Oregon Fraudulent Transfers Act and related provisions of Oregon law found at ORS 95.200 to 95.310. If you were anticipating or in the process of divorcing, it could constitute economic waste that could be held against you (treating the wasted assets as if they still existed and were allocated to your in a property division). Likewise, if the waste reduced your income for child support purposes, a court would seriously consider imputing the income you could have had if you had not acting in that matter to the income you actually had, in order to calculate your child support obligation. And, you might be disallowed a deduction for the waste of the company's money, rather than having it treated as an expense, which could increase your income tax and self-employment tax liability. But, to the extent that you are the sole owner of the company, no creditor, spouse or child has rights impaired by your actions, and you don't claim the wasted assets as income tax deductions, there would be no one with standing to complain about your conduct in court.
American citizens can have dual citizenship , but if an american citizen who has his/her citizenship renounced (even though the person was originally an american citizen) , then what is a way of obtaining the citizenship back? Possibly, by the same means that a non-citizen could be naturalized. But, immigration and nationality officials have broad discretion and would probably refuse to grant citizenship to someone who had previously renounced it. And can an american citizen without dual citizenship (Meaning that he is only an american citizen), renounce his/her citizenship? Yes. For example, Prince Harry's financee plans to renounce her U.S. citizenship and contemporaneously be granted U.K. citizenship (the paperwork goes through really easily when the Queen is your grandmother in law). Renunciation of citizenship is not necessarily tied to gaining a new citizenship, but leaving yourself stateless would be a foolish thing to do.
I know of no specific provision of the Constitution that would forbid it. I know of no court case in which it has been found unconstitutional. There's no "irony" clause in the Constitution. Taxation without representation may have been a grievance, but there's no inherent reason why the framers would have had to forbid it. US citizens do still have the "freedom to expatriate" (and avoid taxation) if they renounce their citizenship. There are already other examples of "taxation without representation" in US law (e.g. District of Columbia), which also have not been found unconstitutional in court, as far as I know. In many cases, expatriates can still vote for federal offices, including Congress (e.g. in a state where they used to live, or where a parent used to live). See https://www.fvap.gov/citizen-voter/registration-ballots. The Sixteenth Amendment gives Congress the power to "lay and collect taxes" with few limitations. There is certainly no explicit exception for expatriates. As far as I can tell, it would be constitutional if Congress were to impose an income tax on everybody in the world, regardless of residency or citizenship; it would just be hard to enforce.
Short answer: You find a country who is willing to recognize you as stateless, and issue you travel papers. At that point you can enter the U.S. by applying for a visa. The USA really does not want to create stateless people. They are laboring diplomatically to eradicate statelessness. As such, the State Department will want to see that you are secure in another country's citizenship before they will repudiate your US citizenship. Otherwise, they are very reluctant. The State Department will insist you do the repudiation in a foreign country at a US embassy. If you want to become stateless with your feet in the United States, you'll likely have a legal fight on your hands. Regardless, it will cost you $2300 in filing fees (plus, all your back taxes) :) At that point, you become the problem of the foreign country. You aren't anyone to the USA, and you have to apply for a visa just like anyone else. When a stated person enters the US, immigration's pivotal concern is whether you'll leave the US consistent with the terms of your visa, i.e. return to your country of citizenship. Being stateless increases this risk, and being a USA expat increases that risk further, since you are so familiar and comfortable in the US. If you found yourself in the kind of piccadillo that would qualify a foreigner for refugee or asylum status, the US would consider it just the same as others, since those statuses include right of residency. Some countries manufacture stateless people, e.g. Syria will not grant citizenship to a non-Muslim born there.
What does it accomplish? It guarantees that all corporations doing business in New York can be served. (A company's having an agent for the service of process does not prohibit people from serving the corporation directly. The secretary may be "the agent upon which process may be served" but is not "the sole agent upon which process must be served." And besides, process need not be served on an agent; it can be served on the company itself, at its office or on one of its officers.) With this requirement, New York makes it impossible for a company to avoid service of process by closing or moving its offices, by sending its officers and employees out of state, or by making itself unavailable by any means. No matter what steps a company might take to avoid service of process, the process server can always resort to serving the company's agent: the Secretary of State.
You don't explicitly say (this being an internationally visited and populated site), but based on your question, I will assume that you are in the US. For the question you asked: Is the company the government? If not, then NO, you cannot successfully sue a company (or person for that matter) for violating the freedom of speech granted by the First Amendment to the US Constitution in any circumstances whatsoever. (Sorry, this is a pet peeve of mine). The US Constitution does not bind or restrict any private* individual or company, in any way. (Here &quot;private&quot; means &quot;non-governmental; a &quot;public(ly traded) company&quot; is still considered a &quot;private&quot; entity in this context). The US Constitution exclusively deals with four things: How the US Federal Government operates, powers of the government, and restrictions of the government, and the definition of treason (which arguably is itself a restriction on the power of the government, by denying them the ability to define treason themselves). The First Amendment itself is explicit about this restriction: Congress shall make no law ... abridging the freedom of speech (emphasis mine). Note that, while the First Amendment does not mention acts of the President, this is because the President's Constitutional powers are quite weak and limited; What powers the President does have and usually uses are granted to the office by laws passed by Congress, and so the restriction comes with them, as Congress cannot delegate to the President powers that Congress themselves do not possess). As such, no company can be sued for violating the First Amendment (or any portion of the Constitution, really) because it does not apply to them. Now, there may be laws passed by relevant legislatures, but these are dependent on your jurisdiction (e.g. state). However, as a general rule of thumb this would be legal. Turning down a candidate based on what they say in an interview is the point of having an interview; Turning down an candidate for saying something in an interview that could potentially leave the company liable for a lawsuit under the theory of vicarious liability is only good common sense.