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

2. A Few Words of Introduction: The United States Legal System

3. 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

4. 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

5. 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.

6. 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.

7. 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.

8. 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

9. 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

10. THANK YOU! Omourtag Petkov Sofia Berlin
10 Tsar Osvoboditel Blvd. I Sofia I Bulgaria
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Schlegelstrasse 29 I Berlin (Mitte) I Germany
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