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internet business - legal and tax questions



I am getting ready to form an service related internet business, which could
not be profitable in the first year or 2. The revenue will most likely be
coming from US businesses. I reside and work in New Jersey, although I am
non-resident alien authorized to work for my employer only. Therefore there
will be 1-2 partners extra in the business that are US citizens/residents.
There will be no employees until the business is profitable. I would
appreciate your opinion on several basic questions:

1/ which entity to choose - because of my immigration status, the best
entity for a service related business - S-corp is out of question -
therefore LLC or C-corp are the only options (I only consider asset
protecting entities and I want to take US tax advantages for myself)
2/ which state should I register this company ? does it make sense to
register company off-state while living in New Jersey ? does it make sense
to register the company off-shore ?
3/ will I have to pay NJ tax on the business income in case most of the
business will be done out of state ?
4/ which company registration service do you recommend ?
5/ what are best newsgroups to post these type of questions ?

Thank you very much for any help.

Azzuri





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