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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