Starting a Business in Delaware

Delaware Key Points

• Time – 4 days to incorporate your company
• Directors – only one director of any nationality, is necessary for your corporation
• Shareholders – only one shareholder of any nationality, is required
• Share Capital – there are no minimum capital requirement
• Tax – companies that conduct no business in Delaware with non-resident members are generally not subject to state income tax
• Tax – companies doing business outside of Delaware pay no Corporation income tax
• Support – using our 20 years experience we guide you throughout every step of the company formation process

The LLC 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.

Procedure

Filing of Articles of Organisation or Certificate of Formation with the Secretary of State in the preferred state of formation.

Language of Legislation

English. If any other language is used it must be accompanied by a translation in English.

Registered Agent

A registered agent provides a registered office for the receipt of service of legal papers and as a local contact for the Secretary of State and other government agencies. The registered agent receives notice of any suits, tax notices, etc. and then forwards them to you.

You can act as your own registered agent as long as your registered office is in Delaware.

Ready Made Companies available

Yes

Time to Incorporate

Generally 2 days, but must allow an additional 5 – 7 days for delivery of documentation.

Name Restrictions

Anything 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.

Suffixes

Limited Liability Company or abbreviation LLC

Corporation or abbreviation Corp. Inc.

Compliance – US Federal Taxation

US LLC’s are structured for partnership tax treatment with non-resident members.If they conduct no business in the US and have no US source income they are not subject to US federal income tax and are not required to file a US income tax return.

State Taxation

US limited liability companies that conduct no business in Delaware with non-resident members are generally not subject to state income tax and are not required to file a state income tax return.

Financial Statements

There is generally no requirement to file financial statements within Delaware unless the corporation owns assets within that state or has conducted business in Delaware.

Directors/Managers

Normally one.

Shareholders/Members

Normally one.

Limited Liability Company

LLCs can elect to be taxed like partnerships, only at the individual level when profits are paid as dividends. This yields a considerable advantage over C corporations, which are subject to double taxation – once at the corporate level, and again at the individual level when profits are paid as dividends to the shareholders.

Similar to corporations, LLCs shield personal assets from business debt.

Organisational structure of an LLC

An LLC is owned by its members. An LLC may be managed by its members or by selected a manager.

If an LLC is managed by its members, it operates similar to a partnership. Each member has an equal say in the management of the LLC.

If the members choose, they may elect a manager to act in a capacity similar to a corporation’s board of the affairs of the LLC.

Ownership of an LLC

An LLC issues certificates indicating the particular holder’s percentage of ownership in the business. These membership certificates are included in our corporate kit

Advantages of an LLC

LLCs offer numerous advantages:

• Limited Liability: For the members of an LLC, liability is limited to the amount of capital which the member has invested in the LLC. Therefore, members of an LLC are offered the same liability protection as a corporation’s shareholders.
• Pass-Through Taxation: LLC’s allow for pass-through taxation. That is, the earnings of an LLC are only taxed once.
• Flexible Management Structure and Flexible Ownership: LLC’s are generally free to establish any organisational structure agreed on by its members.

How do I get started?

Upon receiving your completed order, will immediately file the Articles of Organisation with the state government.

After your Articles are filed, your LLC should have an organisational 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 you with.