Legal Question in Business Law in California

Matt;

You don't "plan on manufacturing." You are only a reseller. Who cares if your reseller business is based in China or California? You are reselling a USA-made item.

You have asked a number of questions and I will try to parse them specifically. 1. You can call your products American or made in the US since that is true. You do not need to have an entity in the US to do so .If you want to refer to a company (the export co) as a US company, then you can use an entity that is filed with a state, or just a fictitious name. 2. Whether you should elect a company that is a registered entity is more a function of obtaining limited personal liability, if that is a concern. Tort claims (e.g., product liability) can be protected via insurance, so the limited liability will only be a concern if there are unpaid debts. If your mfg in the US requires front payment, then there is probably little risk of contract liability, but you know better than I with whom you deal and whether you may not be able to pay them one day. Your CPA will have to tell you if you will be a US taxpayer based on your even limited ops in the US . If so, you may want an entity for tax purposes; he should advise you on that issue. 3. If you want an entity, pick a state where you are "operating" from (perhaps where the mfg is located or from where you conduct your exporting). If your limited activities are in California, picking a Del. or Nev. jurisdiction in which to form your entity will require you to qualify the entity as a foreign corp in Ca, which will be a double expense. 4. You do need a physical address, but can use one from your required agent to accept service of process, or your counsel or a mail box company. You need officers and directors, but they needn't be resident--just your agent for service. There is not much to do in terms of maintaining an entity; annual minutes and minor filings with the Sec. of State. Ca does not require minimum capital, but if the company is naked, you raise the concerns of not obtaining the limited liability benefits--which is a much longer explanation. 5. Concern yourself with Chinese law as to the methods of operation and entities requiring registration there if you are doing business there. See a Chinese counsel or Am. law firm doing bus. in China for those questions. Good luck.