Available Jurisdictions


Delaware (USA)

Company Registration: The Delaware LLC

Delaware law is based on Common Law and the governing law for Delaware entities is the Delaware Limited Liability Company Act with the most commonly used form of business entity being the Delaware Limited Liability Company (LLC) whereby the liability of the beneficiaries of the company is limited to the amount, if any, unpaid on their respective shares, in other words the liability of the members is limited up to the amount contributed to the capital of the company.

 

The information below relates to Delaware LLC registration procedure and the information & documentation that must be provided to our Law Firm by the client in order to register a Delaware LLC:

 

 

Company name

A company name that must end with the words “Limited Liability Company” or the appropriate abbreviation “LLC” or “LLL”.

 

 

Directors, Shareholders, Secretary & Registered Office

Details of beneficial directors and shareholders such as nationality, country of residence, address, profession etc.

 

Scanned and notarized copy of the passport of the directors and beneficiary shareholders.

 

Scanned copy of a recent (not older than 3 months) utility bill, i.e. electricity bill, being proof of residence of the beneficiary shareholders and the directors.

 

The Delaware LLC can be incorporated with one director, directors can be individuals or companies and there is no requirement for a local resident director.

 

The Delaware LLC can be incorporated with one shareholder who can be an individual or a company and there is no requirement for a local resident shareholder.

 

The Delaware LLC can be incorporated with one shareholder and director being the same person.

 

The Delaware LLC must be incorporated with a registered office.

 

The Delaware LLC is incorporated with our registered agent that will provide the registered office but can have its corporate office anywhere.

 

The Delaware LLC is not required to be incorporated with a secretary who remains optional.

 

The Delaware LLC can be incorporated with 100% foreign ownership.

 

The Delaware LLC can be incorporated with nominee directors and/or nominee shareholders provided relevant Nominee Agreements & Deed of Indemnity are signed in favor of our Law Firm.

 

The Delaware LLC can hold the annual meetings anywhere.

 

The Delaware LLC cannot be subject to re-domiciliation.

 

The Delaware LLC may have a limited liability company agreement providing for various classes of shareholders and directors and their respective rights, powers and duties and it may also set forth the manner of allocation of profits and losses of a limited liability company to its shareholders.

 

 

 

Activity

The Delaware LLC cannot engage in business related to banking operations and all types of insurance.

 

 

Share Capital

There is no requirement for standard authorized share capital.

 

If there is no share capital, it is possible to issue shares without par value. Provided the minimum Franchise Tax is being paid, it is possible to issue 3000 shares without par value.

 

Bearer shares are not permitted.

 

Confidentiality

The owners and operators of a Delaware LLC are not required to be identified in the public records of the State.

 

 

Time schedule & delivery

The process of company registration & apostil takes a minimum of 7 working days, plus the time to deliver the company via express courier (DHL).

Taxation, No Reports & Double Tax Treaties

There is no Corporate Tax.

 

Delaware LLC, owned by non-residents and not carrying on activities in the United States do not pay taxes in the United States.

 

Delaware LLC do not pay US income tax for income derived outside of the United States and passive income derived from the United States, such as interest income, dividend income and capital gains.

 

The first type of US income tax is federal and is required to be paid by all companies except Delaware LLCs owned by non-residents and not carrying activities in the United States.

 

The second type of US income tax is state tax. The state determines the size of the tax. The amount of tax for the LLC in Delaware is 0%.

 

If the limited liability company does not conduct business in Delaware, that is the only tax paid to Delaware

 

There is an annual government license fee of about US$150 which must be paid by the Delaware LLC in order to operate and that is included in the annual fees of our Law Firm.

 

 

Annual Reporting Requirements

Law of the LLC does not provide for reporting.

There is no obligation to prepare accounts but no obligation to file accounts to the authorities.

There is no obligation to submit audited accounts to the authorities.

There are no publicly accessible accounts.

There is no obligation to submit annual returns.

 

 

Double Tax Treaties

There Double tax treaties applying are those of the USA.

Tax-Planning & Business environment

The ultimate choice of Delaware jurisdiction for a company will be dependent on the following factors:

 

The Delaware LLC is a flexible US venture, which can be effectively used for privacy protection and tax planning.

 

The Delaware LLC’s principal attributes include: (i) any shareholder or director may bind a limited liability company, (ii) except in certain limited situations, no shareholder or director is personally liable for the debts or obligations of a limited liability company, and (iii) perpetual existence. The foregoing may be changed by express provision in the limited liability company agreement.

 

There is no Corporate Tax.

 

Delaware LLC, owned by non-residents and not carrying on activities in the United States do not pay taxes in the United States.

 

Delaware LLC do not pay US income tax for income derived outside of the United States and passive income derived from the United States, such as interest income, dividend income and capital gains.

 

The Delaware LLC is a separate legal entity having the power to conduct business, acquire, hold and dispose of property, and sue or be sued in its own name.

 

The Delaware LLC is exempt from double taxation of income (corporate tax and tax on dividends). This allows foreign owners and corporations to avoid paying taxes by registering an LLC in one of the states of the USA.

 

Delaware LLC is not obliged to provide a federal declaration or a declaration of state of the Income Tax Act.

 

Delaware LLC allows a person or persons to operate their business without putting at risk their personal assets through limiting their liability, without the complexity of the commonly used corporation.

 

Business environment

Located on the Atlantic coast, halfway between New York and Washington D.C., Delaware is one of the smallest states in the US both in terms of its area and population. However, it is a major US corporate domicile: more than 380,000 companies are incorporated in Delaware including 60 percent of the Fortune 500 and 50 percent of the companies listed on the New York Stock Exchange.

The amendments to the Delaware Corporate Law enacted in 2000, offer greater flexibility for corporations in the use of Internet and other high-tech facilities when conducting virtual meetings of directors or shareholders. These may bear the same legal force as meetings conducted in person.

 

You can form a Delaware corporation, limited liability company, or business entity without coming to Delaware.

 

Delaware’s laws governing corporations, limited liability companies, limited partnerships and business trusts are arguably the most advanced and flexible laws in the USA.

 

Jurisdiction over most questions arising under Delaware’s corporation, limited liability Company, and limited partnership laws is vested in the Delaware Court of Chancery.

The Court of Chancery has over 200 years of legal precedent in corporation and business entity law.