Registration of company in USA Delaware LLC

Nowadays, the state of Delaware in the USA is called the capital of corporations. The capital of the state is the city of Dover. Approximately 250 companies are registered in this jurisdiction, and they are included in the lists of the authoritative business magazine of Fortune. Prime example of the reliability of business in Delaware is the presence of registered office of American Express. In addition, one third of companies registered on the New York Stock Exchange are based in the same state.

The legislative framework

The Act on Limited Liability Companies that is in force in the state permits the registration of companies combining the characteristics of partnership and corporation (LLC). Using LLC in Delaware, non-residents of the United States of America can absolutely legally avoid paying federal taxes.

Forms of doing business

Companies in Delaware can be classified as follows:

lLLC,

lcompany of "C" type,

lcompany of "S" type.

The said entities can be used as offshore companies in the USA, because only non-residents of the United States of America are entitled to register or buy them. The business of such enterprises is conducted exclusively outside the territory of jurisdiction.

Offshore LLC in Delaware is popular entity, and it is excellent alternative to standard offshore IBC.

Why is it profitable to register LLC in Delaware?

• The company can have one founder (not necessarily the US resident, either legal or natural person). It is not necessary to appoint director or manager. Participant/participants can manage the company, and their number is not limited.
• Flexibility in the organization of internal relations in the company. For example, the establishment agreement may provide for conditions of appropriation of retained earnings proposed by the participants. It is also possible to create classes and groups of participants that have special rights and privileges.
• Debts and liabilities of the company are not subject-matters of personal responsibility of the participants.
• Minimum amount of the authorized capital is not determined.
• Appropriation of profits between participants is not related to the amount of the contribution of each of them.

Advantages of LLC in Delaware (with tax registration):

• If the founders of LLC are non-residents of the United States, income tax should be paid only according to the profits received in the territory of the United States of America.
• Operation and management of the company are carried out in accordance with written agreement concluded by its owners. It does not need to be publicly registered/disclosed to the Department of State Corporations. Thus, the company guarantees the owner full anonymity. The agreement can be made in any language without compulsory translation into English.
• The status of LLC is also the opportunity for owners to determine business relationships in written agreement in accordance with their own will. This is the so-called "freedom of contract". Such flexibility when concluding contracts has no analogues in other laws relating to the operation of LLC.
• The law of the state of Delaware allows, but does not require, the owners to manage the company. In addition, the law states that neither the owners nor the managers are personally liable for the debts and obligations of the LLC in Delaware.
• Personal liability is limited to the amounts contributed by owners and managers to the company.
• There are no restrictions for opening bank accounts.

Registration of offshore company in Delaware. Main information

It is quite simple to register or buy offshore company in Delaware. The procedure is similar to the process of registration of offshore companies in other jurisdictions.

Legislation of the state of Delaware allows the registered company to exist without entering information about it in the US tax authorities (the company does not pay taxes and does not submit reports, being classic offshore company).

The company is to be registered with the US tax authorities, if you need bank account in the USA and you have business partners there.

Registration of offshore company in Delaware (if the owner's business is not connected with the USA). Its peculiarities:

• Any legitimate business is allowed.
• In Delaware, there should be the company’s registered office.
• The name of the company shall end with LLC or Ltd, Corp., Inc. (for corporations).
• The proposed charter capital equals to $ 1000. There are no binding requirements for the amount of the capital.
• Bearer shares are not permitted.
• Shares without par value can be issued.
• Minimum number of shareholders is one (natural person/legal entity).
• Minimum number of directors is one (natural person/legal entity).
• Citizenship and residence of shareholders and directors do not matter. The director and the shareholder of the company can be one person.
• Nominee directors and shareholders are allowed.
• Information about the company's banking transactions is not available to third parties and will be disclosed only upon the local court decision. Data on participants are publicly available.
• Meetings of shareholders and directors can be held anywhere in the world.
• The storage location of the company's documents in Delaware is selected by the participants themselves.
• Company registration takes approximately 3 weeks.
• The Registration Certificate should contain the following information:

- the company name;

- the address of the registered agent and office;

- any other information deemed necessary by the participants.

The certificate is accepted by the Secretary of State. If the document is issued correctly, the company can be considered as established on the day of its submission if the participants do not indicate another date. During the validity period of the Certificate, the company exists as independent legal entity.

Before starting the procedure of establishing company, it is necessary to reserve the name for it. In order to do this, it is needed to submit appropriate application to the Secretary of State. After verifying the variant of the name for compliance with state laws, the name is reserved for 120 days. Later, you can extend this period for another 120 days.

Bookkeeping in the state of Delaware.

The company shall provide annual report, maintain accounting records only in the case of tax registration in the United States.

Taxes in Delaware

There are two tax options for LLC in Delaware. Accordingly, there are such types of LLC as:

1. Individual entrepreneurial activity (activity of the company with one participant).

2. Company with two or more participants is the partnership.

LLC does not pay taxes if its beneficial owners do not have the US citizenship and are not recipients of green card, nor do they conduct business in the United States of America.

The principle of LLC taxation is called "flowing". The essentials is that the profit of the company itself is not taxed, it is distributed among the participants. And only after that it is subject to taxation.

Non-resident foreigners do not pay tax on income earned in the USA.

LLC that is legal entity pays "franchise" tax at fixed rate of $ 250. The delay in payment entails the accrual of interest (1.5% per month).

If the founder of the company is non-resident foreigner of the United States, and activities are not conducted in the territory of the states,  such company does not pay federal taxes.

We will register ready-made company in the USA in the state of Delaware for you within the shortest time possible. Buying company in the USA in Delaware is now easier than ever. Registration of company in the USA in Delaware is one of the simplest and cheapest ways to start legitimate international business. Registration of companies is one of the main directions of our work.