USA LLC
Overview
Key Corporate Features
LLC Information
Compliance
Overview
The United States LLC is not a partnership or a corporation. It
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.
US 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. US LLCs are popular vehicles for conducting international
business.
Key Corporate Features
| General |
| Type of Company: |
LLC |
| Political Stability : |
Excellent |
| Common or Civil law: |
Common |
Disclosure of Beneficial Ownership to
Government Authorities: |
No |
| Recommended States : |
Delaware, Wyoming, Oregon, New Jersey, New York, Arkansas
and Washington DC |
| Migration of Domicile Permitted: |
Generally yes but within USA only |
| Tax on Offshore Profits: |
Nil for non-resident business, but see section on tax |
| Corporate Requirements |
| Min. No. of Shareholders / Members: |
One |
| Min. No. of Directors / Managers: |
One |
| Corporate Directors / Managers Permitted: |
Yes |
| Company Secretary Required: |
N/A |
| Standard Authorised Share Capital: |
N/A |
| Maximum Duration : |
As described in articles or indefinite |
| Local Requirements |
| Registered Office / Agent: |
Yes |
| Company Secretary: |
N/A |
| Local Directors: |
No |
| Local Meetings: |
No |
| Government Register of Directors / Managers: |
No |
| Government Register of Shareholders / Members: |
No |
| Annual Requirements |
| Annual Return: |
No |
| Submit Accounts: |
No, but see section on tax |
| Recurring Government Costs |
| Annual Return Filing Fee |
Varies |
LLC Information
The procedure to form a LLC consists of filing of Articles of
Organisation or Certificate of Formation with the Secretary of State
in the preferred state of formation. The language of legalisation
and corporate documents is English. If any other language is used
it must be accompanied by a translation in English. A registered
office is required and must be maintained in state of incorporation/formation
at the office of a professional registered agent. Shelf companies
are available for recommended states. Restrictions apply on any
name identical or similar to an existing company within the state
of formation. 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. The name can be in any language. Some recommended states
require an English translation. The suffixes to denote limited liabilita
are: Limited Liability Company and Limited Company or their abbreviations
LLC or LC. The time to incorporate is about 2 weeks, but you must
allow an additional 5 - 7 business days for delivery of documentation.
Compliance
US Federal Taxation US 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.
US 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. Of the states recommended, there is either a
minimum or a flat annual report or licence fee.
| State of Formation |
Fee |
Due Date |
| Delaware |
US$200 |
Jun 1 |
| Wyoming |
US$50 |
Anniversary |
| Oregon |
US$20 |
Anniversary |
| New Jersey |
US$50 |
Anniversary |
| New York |
No fee |
N/A |
| Washington DC |
US$200 |
** |
| Arkansas |
US$50 |
Jun 1 |
** The report is filed every two years. If an LLC is formed prior
to June 16 in any given year, it's first Two-Year Report is due
June 16 that same year. It's next Two-Year Report will not be due
for another 2 years.
If an LLC is formed after June 16 in a given year, its first Two-Year
Report will be due June 16 the following year. Again, its next Two-Year
Report will not be due for another 2 years.
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. The number
of directors is normally one. The minimum number of shareholders
is one.
Contact:
info@personaloffice-bv.com
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