2018 年 4 月 – YC Law Group

在硅谷，大家总是热情地谈创业谈机会。创业是硅谷生活不可或缺的部分。创业需要一个载体，创业者需要公司去实现idea，去聚集怀揣同样梦想的人，去接纳投资人的融资。

公司是一个独立的法人实体，成立公司不是口头宣告，而是要走一系列的流程，就如同新生儿要有个出生证或者从政府获取ID一样，公司也需要在政府进行登记以成为被认可的法律实体。

Filing Article of Incorporation

成立公司的第一步是向Secretary of State 递交Article of Incorporation(不同的州叫法不同，比如在特拉华州叫Certificate of Incorporation)。

Article of Incorporation通常需要填写如下信息：

公司名字
公司地址
公司的送达代理人
公司总授权股本
公司成立人姓名及签字

Article of Incorporation 递交后，Secretary of State会审核备案并给与公司编号，公司正式成立。这时候的公司类似于房子盖好了，但是还没装修，没通水电，还需要有其他手续。

Initial organization documents

如同1中所述，公司成立人向Secretary of State递交文件就可以成立公司，这时候的公司只是个壳子，没股东，没董事，没管理人员，因此公司成立人在公司成立后需要选任第一任公司董事，然后由公司第一任董事处理公司事宜，比如发行股票、选任管理层、开设银行账户、支付公司成立费用等。

Employer Identification Number

公司成立后，需要向IRS申请Employer Identification Number(简称“EIN”)，作用类似个人的Social Security Number。EIN可以在IRS网站在线申请，也可以填写SS-4 Form通过传真方式申请。

公司完成登记和获得EIN后就可以考虑去银行开户，不同银行要求的开户文件不同，但基本都会要求提供EIN。

Bylaws

Bylaw是公司的章程，通常会规定公司的管理和运营细则，包括股东的议事规则、董事会的组成、董事的选任等。

公司董事和高管备案

公司的董事和高管的信息及后续变更通常需要到Secretary of State进行备案，比如加利福尼亚州规定在公司成立后的90天内进行登记备案。

？DIY公司注册 VS请律师

尽管如上所述，注册公司很简单，可以自己DIY。但是请律师进行公司注册还是很有必要的，律师的价值不在于准备基础的公司注册文件，而是对公司注册地、公司类型、股权结构等给予建议和提醒。比如，是不是只要公司成立了，股东就可以享受有限责任呢？公司成立后，有哪些需要注意的事项？如果将来公司需要替员工办理工作签证，又有哪些需要注意的具体事项？

有融资需求的公司更需要注意公司文件的规范化和完备性。公司文件的缺失、混乱会对后续融资造成很大障碍或者产生更大的费用。

原作者：常争艳律师

出处：www.yclawgroup.com

文中内容，仅限于一般情况的讨论，并非法律意见。如果您想对您的情况进行评估，请发送邮件至info@yclawgroup.com。

电话：408-614-7199，微信：yclawgroup

WENDY Z

23:38 12 Dec 24

We strongly recommend Linan and her team. Linan is professional, efficient and patient. She helps us to proceed the applications, update the progress and answer our questions. She always respond to our email very quickly, with all the details. All our applications turn out with good results, and the whole process is quite fast and smooth. We are very happy with that. We appreciate Linan's professional work.

yunyunzhuzhu LALALA

21:24 23 Oct 24

I am incredibly grateful to Attorney Yao for their outstanding support with my immigration case. They demonstrated a high level of expertise, patience, and professionalism throughout the entire process. From the initial consultation to gathering all necessary documents and handling complex procedures, Attorney Yao was always proactive and thorough. They explained everything clearly, making sure I understood each step, and were always available to answer any questions or concerns I had. Their dedication made a significant difference in achieving a successful outcome. I highly recommend Attorney Yao to anyone seeking legal assistance in immigration matters

P Z

03:46 12 Jun 24

5/5 experience, I wish I could give a 10. Linan was professional and efficient all the way from initial consulting to final decision. Also, she was a quick responder which makes feel assured. Definitely recommanded to anybody needs legal services!

song wu

22:05 27 Mar 24

Friends, I really recommend this lawyer! ! Because my question was relatively simple, I was answered directly when I called for consultation. But when I asked the same question at other law firms, they easily asked me to schedule a session and charged me $250. Thumbs up! Next time I have immigration needs, I’ll come to you again🩵

tristan Chen

19:07 12 Mar 24

From the bottom of my heart, I would like to extend my sincerest gratitude to Linan and the entire team at YC Law Group for their exceptional service and unwavering support during my Green Card application process. Navigating the complexities of immigration law can be daunting, but Linan's expertise, attention to detail, and compassionate approach made all the difference.

S Y

06:35 09 Feb 24

I enjoy the time working with Zoey Chang. She is very professional with deep knowledge in the area and also provide in time response. She also thinks from Client’s perspective to actively provide solutions. Highly recommend!

PY Zhu

23:19 26 Jan 24

Yao helped us with a few cases in the past 3 years, including H1b, H4, and EB2 applications. I'm happy to have my Eb2 140 secured along with my H1b transfer and extension approved. My husband is happy with his H4 approval as well. It's important to lay expectations beforehand with the lawyer that you work with and make sure everyone's on the same page (e.g., you would like to submit certain things by a certain date) before starting the case, and I think that's why our cases have been very smooth throughout the process. Yao has been very professional in each case, and it's great to see a short turnaround time for us because everyone involved was on top of things (e.g., we were able to provide materials in a relatively short amount of time, and we told her when we would like to get things done). Everything else in terms of the approval timeline was out of our control, but still, the process was smooth. We also set up a trust fund with Yao's help, which was smooth as well. Great communication between each case, we would recommend everyone else to work with Yao!

Yichen S

17:02 19 Jan 24

Attorney Yao is amazing and I can't thank her enough. She’s super responsive, responsible, and extremely knowledgeable. She made a usually daunting process feel like a breeze.

Licy Wang

00:16 09 Jan 24

If you're looking for a lawyer who really knows her stuff, Zoey Chang is the one to call. She speaks both Mandarin and English fluently, which was a huge plus. Her advice was always straightforward and really kind, making the whole legal process way less stressful. Totally recommend her if you need a lawyer who’s both smart and approachable.

Hujia Yu

19:45 03 Jan 24

Ms Yao failed to have the capacity to help us with our family based green card application, we have not had our green card approved after 3 years of waiting while it should have taken less than 1 year for most of my friends working with other attorneys. Furthermore, when confronting our frustration, she blamed the delay on us, saying we had caused the delay and that she is withdrawing representation on us, which is completely ridiculous since we had paid her $$$$ and she is withdrawing before we even get our green card. We are startled by her irresponsibility and unprofessional reaction even til this date.To give more details, Ms Yao caused our family based green card application to delay for at least a year due to her stubbornness and unwillingness to change and adapt to the changing immigration environment. Upon communicating our disappointment and dissatisfaction with her service, she shut us down and stopped responding to all our messages, saying her service has been delivered in full, and that she is withdrawing representation and that we can no longer ask her any questions, despite the fact that we have not received the family based green card at all and we paid $$$$ in full. Her lack of empathy for clients’ stressful situation, refusal to acknowledge her mistakes, and failure to complete her service deeply disappointed us. I do not recommend her service.

Xiongqi ZHANG

07:10 03 Jan 23

Linan helped us with our F2A visas and the process is smooth without any issues. She is a very professional immigration lawyer and provides us lots of useful guidance during the paper work. We are really happy working with her.

Lei Cui

17:38 07 Nov 22

YC Law group handled my H1B petition and transfer, they are professional, dedicated, and proactive. I'm very satisfied with their services and would recommend them to anyone who is in need of immigration services.

Ying X

19:26 23 Aug 22

I am so happy that I choose YC Law Group to file my H1B petition. My case requires more advice and attention. I have consulted many law firms over the phone and Attorney Chang makes me feel more confident about my case. She always addresses my concerns in a timely manner and provides very professional help in the preparation to avoid any unnecessary RFE. I can't thank her more to help my case approved smoothly. I highly recommend YC Law Group!

Zhu Joyce

22:12 17 Jun 22

Ms Yao is a very nice and warm-hearted attorney. She gave me the great help on H1-B petition a couple of years ago and answered me a lot of H1-B or other visa questions even beyond the case. Her quick response and document preparation and patience are impressive.

Shay Lin

21:54 16 Mar 22

Linan helped me in the past year on the Adjustment of Status case, and she has consistently delivered top notch service. I was impressed from day one through the initial free consultation.Always prompt to reply my questions, especially those email replies are lightening fast! She is super knowledgeable about immigration cases, always very thorough - going through my materials etc.We’re very happy to have shared this journey with YC Law Group and will soon come back for the next chapters.

Duzhi Chen

00:09 15 Feb 22

I got my visa application approved. Thanks a lot!

Craig Huang

06:43 28 Jan 22

Linan Yao has done my estate planning. I have been looking for a good attorney that I can trust to work on my estate planning for about 4 months. I am glad that I finally found her. She is very experienced in this area and was able to provide excellent service to create the trust for me and my wife. In terms of the overall process and time taken, it is very straightforward and efficient once you explain the goal that you want to achieve with the trust. In addition, she is also very patient in terms answering all the questions I could have so that I am freely and comfortably communicate with her. Overall, I will recommend to anyone who is going to create a trust in the future without any reservation.

kibbi Wang

18:20 12 Aug 21

Linan and her team is highly efficient, responsive, professional. She and her team did excellent jobs to pay attention to every single details. They made the entire process extremely simple to follow and easy to understand. I will retain Attorney Yao for my other immigration matter should I have another one in the future. I also highly recommend you to talk to her.

Will Cheng

18:01 12 Aug 21

My wife and I retained Attorney Yao for our immigration matter during the pandemic. Linan and her team's professionalism and dedication were gorgeous. We first searched as many as possible Attorney Offices in Bay Area and made quick conversations with each thru phone. The one made with Linan easily stood out as speaking with her made us feel speaking with a trustful old friend and a knowledgeable mentor even though we never met. We established retainer agreement all online with high efficiency and high security, with all conditions and duties very well defined and very easy to understand. Upon providing all our supporting doc and info, Linan was able to organize all pieces into a well organized package and sent it to USCIS with no delay. During the processing time of our case, Linan regularly sync up our status whenever there was an update from USCIS. Her "lifetime" service gave us lots of time to address our real life affairs instead of spending time worrying about our case in the day to day basis. She always responded to our emails and timely request with super responsiveness. If you or your family have any immigration demands, I highly recommend Linan and her team to help you out, it is always worth doing than fighting by yourself.