CERTAIN KEY LEGAL ASPECTS OF DOING BUSINESS IN THE U.S. Omourtag Petkov Admitted in New York Partner

A Few Words of Introduction: The United States Legal System

EXPORTING AND SELLING TO THE U.S.: Certain Key Aspects | 1 Legal Compliance: Make sure that your products and goods can be lawfully imported into the US For Your Own Protection, Part 1: Trademarks and Other Intellectual Property For Your Own Protection, Part 2: Carefully Established Relationships with Distributors and Other Agents Understand the differences between a “distributor” or “dealer”, etc. How exclusive? Carry out Proper “Due Diligence” of Your Future Partner

EXPORTING AND SELLING TO THE U.S.: Certain Key Aspects | 2 For Your Own Protection Part 3: Good Contracts Are of Critical Importance Reducing Risks of Lawsuits Take and Keep the Initiative Sales Agency and Sales Rep Contracts: A few Words of Advice Commission Fees Agent or Rep Accepting Orders Advances Rep or Sales Agent as Your Employee

PRODUCT LIABILITY IN THE U.S.: General View What is the Real Risk Who Can Be Sued? Who Can Be Liable? Reducing the Risk Passing and Reducing the Risk by Contract Another Liability Area. Reducing the Risk by Product Liability Insurance If You Are Sued or Suit is Threatened.

establishing a subsidiary in the u.s. | 1 There are many reasons to set up a wholly-owned U.S. company: have a presence in the market; satisfy existing customers and prospects; manufacture, process or assemble products in the States; protect against liability claims; minimize certain tax or customs duty-related costs.

establishing a subsidiary in the u.s. | 2 Choice of Legal Form Why not just set up a branch?  It subjects the company to: being a more visible target for lawsuits and claims in the States; and being liable for U.S. federal, state and possible local income taxes, and possibly other taxes.

establishing a subsidiary in the u.s. | 3 Which U.S. State? In most cases, it comes down to: a Delaware corporation; or a corporation formed under the laws of the U.S. state in which the corporation will have its center of operations (e.g., main office). Registering in Another State or States: Is It Necessary? Corporate Name and Trademark Minimum Capital and Shares Value  Nationality or Residence Requirements

establishing a subsidiary in the u.s. | 4 The Board: Composition and Powers  Required and Optional Officers Restricting Powers of Corporate Officers A Corporate Officer or Director is Not an Employee Corporate Bank Accounts: Often a Surprisingly Lengthy and Complicated Procedure  Other Considerations Insurance; Payroll Company Accountant

THANK YOU! Omourtag Petkov Sofia Berlin 10 Tsar Osvoboditel Blvd. I Sofia 1000 I Bulgaria T: +359 2 932 1100 I F: +359 2 980 3586 | dgkv@dgkv.com Schlegelstrasse 29 I 10115 Berlin (Mitte) I Germany T: +49 30 2758 1561 I F: +49 30 2758 1562 www.dgkv.com www.linkedin.com/company/dgkv