DELAWARE - Corporate information:

Transcription

1 DELAWARE - Corporate information: The Delaware LLC is a distinct business entity that offers an alternative to partnerships and corporations by combining the corporate advantages of limited liability with the partnership advantage of pass-through taxation. Delaware LLCs with non-resident members and which conduct no business in the US and which have no US-source income are not subject to US federal income tax and are not required to file a US income tax return. Delaware LLCs are popular vehicles for conducting international business. Advantages : corporate taxation. requirement to file accounts. Low incorporation and administration fees. Well developed Law system. Delaware Corporations are often used for American trading situations. Quick incorporation procedures and Readily understandable corporate law. Disadvantages : Difficult to prove ownership but Directors can be named in Articles of Incorporation. Page 1 of 5

2 Offshore companies Delaware: General : Type of entity LLC Type of law Common Shelf company availability Our time to establish a new company 2 days Minimum government fees (excluding taxation) Varies Corporate Taxation Fiscally transparent Double taxation treaty access rmally Share Capital or Equivalent : Standard currency Permitted currencies Minimum paid up Usual authorised Standard currency Managers : Minimum number 1 Local required Publicly accessible records On formation Location of meetings Anywhere Members : Minimum number 1 Publicly accessible records Varies by state Location of meetings Anywhere Company Secretary : Required / Local or qualified Accounts : Requirement to prepare Audit requirements Requirement to file accounts Publicly accessible accounts Other : Requirement to file annual return Change in domicile permitted Within USA only Page 2 of 5

3 COMPANY INFORMATION: Type of Company: Limited Liability Company (LLC). Corporation Legalization source: Common Law. Delaware Corporation Law Procedure to Form: Filing of Articles of Organisation or Certificate of Formation with the Secretary of State in the preferred state of formation. Language of Legalisation and Corporate Documents: English. If any other language is used it must be accompanied by a translation in English. Registered Office / Registered Agent Required:. Must be maintained in state of incorporation. /. Formation at the office of a professional registered agent. Shelf Companies Available:, but more expensive. Time to Incorporate / Form: Generally 2 days, but must allow an additional 5-7 business days for delivery of documentation. Name Restrictions: The name that you choose for a Delaware corporation must be distinguishable from any other registered or authorized Delaware business entity and any reserved names on record. The name of the corporation must contain one of the following words as a corporate identifier: Association, "Company", "Corporation", "Club", "Foundation", "Fund", "Incorporated", "Institute", "Society", "Union", "Syndicate", "Limited" or the abbreviation "Co.", "Corp.", "Inc.", "Ltd." or words or abbreviations of like import in other languages. Additionally, the use of bank, trust, insurance, or reinsurance within the name of the LLC is generally prohibited in all 50 states. This is because limited liability companies in most states are simply not allowed to engage in a banking or insurance business. Language of Name: The name can be in any language. But we require the English translation. Suffixes to Denote Corporation: Limited Liability Company and Limited Company or their abbreviations LLC or LC. Page 3 of 5

4 Information available on the public file: Name of the Company and any changes thereof, incorporation number, date of incorporation, registered office address, registered agent s detail. Principal activities of the Company, Director s details, issued capital may be voluntarily disclosed. Stock Information: The "standard" number of authorized shares in Delaware is 1500 shares, with "no-par" value. An increase in the number of authorized shares or par value may affect the initial filing fees. Are bearer shares / shares of no par value possible: /. COMPLIANCE: Us Federal Taxation: Delaware Limited Liability companies structured for partnership tax treatment with non-resident members and which conduct no business in the US and which have no US-source income are not subject to US federal income tax and are not required to file a US income tax return. State Taxation: Delaware Limited Liability companies that conduct no business in the recommended states of formation with non-resident members are generally not subject to state income tax and are not required to file a state income tax return. License Requirements: Delaware requires most businesses to obtain a business license and pay a fee if operating in the state. Annual return required:. Only the Annual Franchise Tax Report, but the State is now beginning to enforce the requirement of the following information being included on the Reports: 1. The location of the principal place of business of the corporation. 2. The names and addresses of all the directors as at the filing date of the report and the name and address of the officer who signs the report. 3. The number of shares and the par value per share of each class of capital stock having a par value and the number of shares of each class of stock without par value which the corporation is authorised to issue. Page 4 of 5

5 Annual Filling Requirements: There is an Annual Report that must be received by the state of Delaware no later than March 1st. The fee for this filing is: a minimum of $100. Annual Report / License Fees: There is a minimum or a "flat" annual report or license fee - US$ 250. Financial Statements: There is generally no requirement to file financial statements with the state of formation unless the corporation owns assets within that state or has conducted business within that state. Managers / Members: Minimum one. NB: Despite our efforts to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or professional advice. ICD London does not accept any responsibility, legal or otherwise, for any errors or omission. (Data version: ). Ref: Travail/ICD_London/Consulting/Countries/Juridictions validées/delaware/datasheet et devis ICD/Datasheet Delaware EN Version(1). Page 5 of 5