Delaware company formation

Over 850,000 companies have their legal base in Delaware including more than 50% of all U.S. publicly-traded companies and 63% of the Fortune 500. Businesses choose Delaware because it provides a complete package of incorporation services including modern and flexible corporate legislation, a highly-respected Court of Chancery and a business-friendly State Government.

 

Advantages for foreign investors

• Being a US citizen or resident is not a required
• When incorporating your Delaware company it is not a requirement to show up in person
• One person can incorporate a company.
• A Delaware company can be incorporated even though it cannot trade there.
• It is not a requirement to have premises in Delaware.

 

Documents and Information

The following requirements should be met in order to incorporate your Delaware company:

• The Director/s full name, date of birth, address and nationality
• The Shareholder/s full name and address
• Your chosen company name
• Nature of business.

 

Documents you are required to provide:

• Proof of identity. Either passport, national identity card, photographic driving license
• Proof of residential address. Gas/electricity bill or credit/debit card bank statement dated within the last 3 months

 

 

Company Name

A name identical or similar to an existing company name within the state of formation is not allowed. The use of bank, trust, insurance or reinsurance within the name of the company is also prohibited. Special licenses and permission is needed, if you require such a name.

For LLCs, the company name must have suffixes to denote the limited liability of your company. Limited Liability Company and Limited Company or their abbreviations LLC or LC. For corporations, the name must end with: Corporation, Company, Incorporated, Limited, Syndicate, Union, Society, Club, Foundation, Fund, Institute, Association; or an abbreviation of: Co., Corp., Inc., or Ltd.

 

Incorporating your Company

• Limited Liability Company

Procedure: After receiving your completed order, you must immediately file the Articles of Organization with the state government.

General procedures after receiving filed Articles of Organization:

• Create an LLC operating agreement, which sets out the rights and responsibilities of the LLC members.
• Issue membership certificates to members.
• Apply for EIN - Tax ID number.
• Establish a LLC bank account.
• File initial list of Managers or Members. This must be done within 30 days after incorporation date.

After your Articles are filed your LLC should hold an organizational meeting, where an operating agreement is adopted. We will provide you with the proper operating agreement template. Member certificates can be distributed to members and these transactions should be recorded in the LLC ledger. All of this information can be maintained in a limited liability company record book, which is included in the corporate kit that we provide to you.

• Corporation

Procedure: After receiving your completed order, we will reserve the name with the state that same day or the next business day. The certificate of incorporation is prepared and filed. The state typically approves filings within 7 business days after receiving the filing. After the state approves your filing, corporate existence begins for your company. The paperwork is returned and the completed documents will be sent to via courier.

Transferring documents generally takes 5 days but you must allow an additional day for the delivery of documentation.

 

Directors

These are the director requirements for a LLC and a corporation:

• Only one director required.
• Directors may be any nationality.
• Directors may reside anywhere.
• It is not a requirement to have a resident director.
• Corporate directors are allowed.

 

 

Shareholders

The shareholder requirements for a LLC and a corporation are as follows:

• Only one shareholder required.
• Shareholders may be any nationality.
• Shareholders may reside anywhere.
• Corporate shareholders are allowed.

 

 

Registered Office

A registered office is for the receipt of service of legal papers and as a local contact for the Secretary of State and other government agencies.

As long as your registered office is in Delaware you may act as your own registered agent. If you will be based outside Delaware, we will provide you with a registered address. The registered office receives notice of any suits, tax notices, etc. and then forwards them to you.

 

Share Capital

There is no minimum share capital requirement.

Florida company formation

There are two company structures:

• The Limited Liability Company
• The Corporation

A Limited Liability Company is a business entity combining some of the attributes of a corporation with the status of a partnership.

 

General Information

Any entity as a limited liability company that transacts business in Florida is required by Florida Statutes to file an application for authorisation with the Division (a State Organisation) and pay the filing fee. If the founders are in doubt about any requirements, it is useful to take professional advice.

All limited liability companies must pay the filing fee and file a uniform business report with the division each year.

 

Operating Agreement

The company does not own standard company statutes. We supply a company kit with a standard operating agreement which can be adapted and then adopted.

 

Registration details containing the following information

• The name of the limited liability company, which must end with the words limited liability company or limited company or their abbreviation L.L.C, LLC or LC
• The mailing address and the street address of the principal office of the limited liability company
• The name and Florida street address of the limited liability company's registered agent. The registered agent must sign and state that he is familiar with and accepts the obligations of the position
• If the limited liability company is to be managed by one or more managers, a statement that the limited liability company is a manager-managed company

 

 

Why should you choose a Corporation?

• If you are trading in the US, you may be subject to self-employment tax on LLC earnings, which will be excluded, if you were trading and earning money through a corporation
• If you are trading in several states, be aware that some states do tax LLCs as companies, even though the Federal government does not
• You may be better off having a Corporation for one-off transactions. Since an LLC is considered a partnership for Federal Tax purposes, be aware of federal legislation for LLCs. If 50% is sold within a 12-month period, the LLC will cease to be a partnership for federal tax reasons.

 

 

Corporate Name

Your proposed company name can check online by us in a few minutes time.

 

Registered Agent

It is required to have a Registered Agent. In most situations someone from the company will act as the Registered Agent provided that they have a street address in the state of incorporation, we can appoint a Registered Agent for you if need one.

 

Articles of Incorporation

The Articles of Incorporation is a document filed with the Secretary of State to form the corporation. The documents refer to information such as the company name, address, registered agent and office, number of authorized shares and Directors details.

 

Shareholders

The owners of the corporation are the shareholders. The owners can be individuals or corporate (Corporation, LLC or other entities).

 

Directors

The Directors of the Corporation are appointed by the shareholder to represent the shareholders’ interests and to approve major corporate decisions.

 

Officers

The Officers of the Corporation are the President or CEO, Vice President, Secretary and Treasurer. The Directors appoint the Officers. The job of the Officers is to run the company and manage the daily operations. In most states one person can hold all of the Officer Positions.

 

One Person as the Shareholder, Director and Officer

Indeed, one person can hold all of the above positions and it is not uncommon with small closely held corporations.

 

Federal Employer Identification Number - EIN

The Federal Employer Identification Number is also known as the Fed ID, Tax ID, Federal ID Number and or Employer ID. The Federal ID Number is a 9 Digit number similar to a Social Security Number. The Fed ID is issued for businesses so that they can file Tax Returns and open Business Bank Accounts.

• Our specialty is in online Florida Incorporations and LLC services.
• We submit your application and ensure your Florida Incorporation process runs efficiently for you.
• The State of Florida has no Personal Income Tax.
• Florida S corporations are not taxable entities.
• Florida S corporations are not required to file state income tax returns.
• Shareholders, Officers and Directors do not have to be listed.
• No minimum capital is required.
• Complete Privacy regarding who owns or runs the corporation.

Nevada company formation

Several foreign investors are incorporating companies in Nevada, some of which are operating within America, others of which are operating entirely outside and have no connection with the US other than the registration of their company.

 

Main Nevada Company types for foreign investors:

For many people it is quite important to pass through taxation and to have the ability to have their entity treated as a non-tax paying entity. This objective can be achieved by incorporating a Limited Liability Company (LLC) instead of a corporation.

For non US residents, use of an S Corporation is not possible because one of the requirements of becoming an S Corporation is that all shareholders must be US residents. While there is no Corporate Tax in Nevada for a Corporation, the Nevada Corporation still has to file a tax return, and pay federal taxes.

 

Differences between the C-Corp, S-Corp and LLC

If you are a not an American citizen, then your company cannot be a S-Corporation. You can incorporate a C-Corporation or an LLC.

LLCs are easier to run (it involves less papaerwork) and you file the LLC taxes along with your own at the end of the year. Corporations have more paperwork (quarterly filings, minutes, and a board meeting), but you have a higher chance to save taxes (with employees or product sales).

The three types (C-Corp, S-Corp and LLC) offer person liability protection to the owners – this means that the personal assets are not generally at risk for business liabilities. Most of our clients who are starting a service company, where the owners are the only ones providing the service will choose an LLC.

 

Benefits of Nevada LLC's and Corporations

• Directors need not be shareholders of a corporation, so you may have a nominee shareholder, which we would be happy to provide. Similarly, Managers of a Limited Liability Company do not have to be shareholders.
• Nevada corporations may purchase, hold, sell or transfer shares of it’s own stock.
• Nevada corporations may issue stock for capital, services, personal property or real estate, including leases and options. The directors are allowed to decide on the value of any of these transactions, and their decision is final.
• One Person Requirement for a Corporation or an LLC. One person can hold the offices of President, Secretary, and Treasurer and be the sole director of a Nevada Corporation. Many States require at least 3 officers and/or directors. One person can be the sole Member and sole Managing Member of an LLC.
• No personal visits to Nevada are needed - a Corporation or an LLC can be incorporated by email, fax or telephone and the person incorporating never has to visit the state, even to conduct annual meetings. Meetings can be held anywhere in the world at the option of the Director(s) or Managers.
• No Corporate Income Tax has to be paid to the State of Nevada for Corporations - some states levy taxes up to $1000.
• No Minimum Capital Requirements for Corporations and the capital does not have to be put into a bank account.
• No Corporation Franchise Tax is paid to the State of Nevada: many states which encourage company formation levy such a tax.
• Sales tax applies only to products sold within Nevada.
• No Corporation Succession Tax.

 

Duration of the incorporation of a Nevada LLC

Usually it takes three days to incorporate your company and you you have to visit Nevada or the USA.

 

Documents and information required for a Nevada LLC company incorporation

To incorporate your LLC company the followings are required:

• The chosen company name and intended activities of your new company
• Directors' names, addresses and dates of birth
• Members' names and addresses

 

 

Ready-made companies- LLC's

We have a number of ready-made companies ready for you and they can be transferred the same day.

 

Directors and Managers

Directors are generally called Managers or Managing Members in the case of LLC's.

 

Director Nationality

A director can be of any nationality.

 

Director confidentiality

The names of directors are declared to the State authorities. We have to file a list of initial officers, and have to file any change of officers.

 

Minimum number of directors

Only one director is required.

 

Corporate directors

Ccorporate directors are allowed.

 

Nominee directors

Nominee directors are allowed. We can provide a nominee director for you.

 

Company secretary

All officers are called Managers therefor no company secretary is required, but one of the managers could be designated as a company secretary.

 

Shareholders/ Members

As LLC's are effectively partnerships without share capital, the equivalent to the "Shareholder" is the "Member" who has a participation or share in the LLC.

 

Members' nationality

The member can be any nationality.

 

Minimum number of members

Only one member is required

 

Corporate members

The member can be a Corporation

 

Nominee members

Nominee Members are allowed.

 

Resident members

It is not a requirement to appoint a local resident member.

 

Member confidentiality

The names of members must be declared to the State authorities. A list of initial members must also be filed, also any change of members must be filed as well.

Details of members are easily obtainable by a Member of the Public.

 

Capital & Financial's

Minimum Share capital for an LLC

There is no share capital in an LLC.

Maintaining company records in Nevada

The company does not have to keep records in Nevada. If the company chooses to keep records they can be kept anywhere in the World.

Accounts or financial statements filing

There is no requirement to file accounts or financial statements

Company taxes on profits

Sales tax applies only to products sold within the state.

Wyoming company formation

In Wyoming we can Incorporate for you a C-Corporation or an LLC if you are a non-US resident.

You can run your Corporation and live anywhere in the world and you do not have to be a US citizen to incorporate in Wyoming.

 

Wyoming LLC

Wyoming was the first state to implement the limited liability company statutes, the shareholders and directors of a Wyoming LLC corporation are protected by statute and law from the debts and actions of the corporation.

The State protects your privacy and also protects corporations with the strongest laws.

Wyoming limited liability companies (LLCs) combine the protections of a corporation with the tax advantages of a partnership.

 

Wyoming LLC advantages:

• You can operate your Wyoming Corporation and live in any other country of world
• In Wyoming there are no State taxes on corporations
• Provides limited personal liability, the same as the C corporation offers
• Being a US citizen is not necessary to incorporate in Wyoming
• The Internal Revenue Service does not receive taxpayer information from the State
• A business licence is not required to do business in Wyoming
• Wyoming has no requirement for the names of shareholders to be filed with the state
• Formal requirements including board of director meetings, shareholder meetings are not necessary for Wyoming LLCs

We can provide a registered office for your corporation in Wyoming.

 

Corporation Continuity

The life of a LLC Corporation has a set ending date. The Corporation dissolves at the time specified in the Operating Agreement, or upon the loss of a member unless other members agree to continue.

 

Wyoming C Corporation

The most commonly formed corporations are C-corporations. It is great for raising capital and limiting individual liability.

 

The advantages of a C Corporation in Wyoming

• Limited liability, no shareholder or director may be held liable for debts of the corporation
• Ease of ownership and transfer, the corporation assets may be easily sold, transferred and mortgaged
• An unlimited number of shares can be issued
• Corporation continuity, the entity exists forever so long as corporate regulations are met
• Credit building, corporations build credit under their own EIN number totally separate from shareholders
• Unincorporated businesses have less available tax deductions than C corporations
• Income is taxable to the corporation and not shareholders, a Wyoming corporation pays no state income tax

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