Delaware
The American state of Delaware has earned itself a title of the corporate capital of the United States.
The Delaware Limited Liability Company Act allows for registration of companies that combine features of a partnership and a corporation (LLCs). An LLC conveniently combines advantages of taxation of a limited liability partnership and anonymity of participants of a corporation.
Limited Liability Companies of Delaware are very useful for the purposes of tax planning.
The Delaware Limited Liability Company Act allows for registration of companies that combine features of a partnership and a corporation (LLCs). An LLC conveniently combines advantages of taxation of a limited liability partnership and anonymity of participants of a corporation.
Limited Liability Companies of Delaware are very useful for the purposes of tax planning.
Advantages of Delaware LLCs
- If the founders are not US residents, the income tax is paid only on the profit received on the territory of the USA. Thus, LLC founded by the non-US does not pay taxes in the USA if it does not make a profit on its territory.
- LLC functioning and management is regulated by a written agreement between its owners that need not be registered publicly or be disclosed to the Delaware Division of Corporations. As a result, a Delaware LLC guarantees complete anonymity and opportunity to create a convenient company management structure for governing the economic relations of its owners. The agreement can be written in any language, it mustn't be translated into English.
- LLC allows complete anonymity because names of its founders are not open to public. Company management is carried out on the basis of a written agreement of the founders – LLC agreement. Policy of the state of Delaware is maximum contract flexibility, freedom to contract enshrined in the Delaware Act. The Delaware Act has no rivals among LLC laws anywhere in the world.
- The status of a Delaware LLC allows its owners to define their business relationship in the written agreement however they wish. The Act provides rules on matters where the members have failed to agree, known as "freedom of contract." The Delaware legislation policy is to assure maximum contractual flexibility and adherence to the provisions of LLC agreements.
- Delaware legislation allows participants to be managers of the LLC but it is not a mandatory requirement. What's more, according to the law neither owners nor managers have personal liability for the debts or obligations of the Delaware LLC just due to the fact that they are owners or managers. Shareholders of the Delaware corporations enjoy similar limitation of liability.
- Liability of the owners and managers is limited by the amount of their investment in the company.
- There are no restrictions for opening bank accounts. You can open a bank account wherever you wish and conduct business in any region.
- Current American laws don't allow the Internal Revenue Service of the USA to disclose information about profits of on-residents to their countries.
The USA lies between Pacific and Atlantic oceans occupying the whole central part of the North America. I t borders with Canada in the north and with Mexico in the south. Total territory of the country is 9 363 123 km2 and its capital is Washington D.C. The official language is English and the currency is USD. The legal system is based on common law. The state of Delaware is located on the Atlantic Coast.
Specifics
The US legislation has a two-level structure. The legal Acts are adopted on the federal and on the state level. If a state has not legislated on a certain issue, it is regulated by the federal law.
Registration procedure
Corporation: prepares a Certificate of Incorporation and files it with the Division of Corporations in the Department of State.
Partnership: a signed certificate containing the information on the partnership's activities, its members, capital structure etc., should be filed by the partners.
LLC: Certificate of formation with the company name, legal address, registered agent's name and address and liquidation date if any, should be filed in the office of the Secretary of State.
Partnership: a signed certificate containing the information on the partnership's activities, its members, capital structure etc., should be filed by the partners.
LLC: Certificate of formation with the company name, legal address, registered agent's name and address and liquidation date if any, should be filed in the office of the Secretary of State.
Confidentiality
The only document that must be registered in Delaware is an initial Certificate of incorporation. The information in the Certificate of incorporation can be disclosed to any interested party. In this case maintaining confidentiality is not difficult because the company owners are not required to be mentioned in the Certificate of incorporation. When paying the annual fee, names and addresses of the managers and directors are shown in the annual report form. The information about shareholders is not disclosed. Providing information about company's assets is optional.
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