Help! Contracts and business partnerships in USA

[Icy]

I have been offered two big projects by two different USA companies. Basicaly the deals are about building and then running their whole online business for a % of the net profit (that will be huge $$ if all goes as it should). The deals are great for me, it could be that chance you have once in your life and specially right now, after what happened to my familly, i need something to motivate me so not only i would win on the economic part.

My fear is that once i develop it all, promote it, and have it running and generating profit, i could be dumped from the project so i want to protect me against that. I guess that the best way to avoid it is to create a corporation in USA with them, and operate it all under that corporation so i would own part of it. But i guess it won't be easy for a foreign like me to do that, probably tons of paperwork and troubles.

What other formulas are in the USA business laws to do this kind of deals? Is a signed contract something good enought if i ever need to claim then what is mine?

Thanks in advance.

[albionmoonlight]

First--good instincts about wanting to protect yourself. That will serve you well.

Second--I think that you will probably need to talk to a lawyer who deals with these kinds of international transactions. That may not be cheap, and it may cost more than it is worth--but you should probably get in touch with some to see how much something like that would cost. I might suggest a firm/lawyer in Spain that is used to dealing with America.

Unfortunately, I don't know any lawyers/firms to recommend that would not be make you cry expensive. Perhaps one of the other lawyers on the board does . . .

Remember, it does not cost anything to go to a few lawyers and ask what they expect something like what you want to cost.

[JonInMiddleGA]

albion's second thought was pretty much the same as my first thought -- this is probably going to be something that needs an attorney who has significant experience in international business/contractual law.

I know enough to know that this is subject a million miles beyond my own ability to give good advice.

[stevew]

Maybe someone like Markus might have some insight for you?

[Franklinnoble]

You need an attorney. In fact, you probably want a Spanish lawyer who has experience in working with US businesses, as well as a US attorney with experience in international business.

My brother is a corporate lawyer... if you like, I'll bounce this off him and see what he suggests.

[digamma]

What albion said, largely.

I'll add that there are defiinitely other options to structure the deal without forming a corporate entity (not necessarily a corporation) with your partners. If they hire you as an employee or a consultant, you may be able to stipulate in your contract that you get an option to participate in the business going forward, from either a management or an equity standpoint. Simpler than that, you can ensure that your engagement is set for a certain length of time with a significant buy-out provision if your services were terminated prior to that time.

I also strongly agree with albion on the shopping around point.

Other issues that will likely come up in how you structure the arrangement: your citizenship status and tax treatment of the entity.

Good luck.