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USA LIMITED LIABILITY COMPANY (DELAWARE LLC)

Overview Key Corporate Features General Information Compliance Related Resources How to Proceed

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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 INFORMATION

Procedure to form

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

Language of Legalisation and Corporate Documents

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

Registered Office Required

Yes. Must be maintained in state of incorporation/formation at the office of a professional registered agent.

Shelf Companies Available

Yes, for recommended states.

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 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.

Language of Name

The name can be in any language. Some recommended states require an English translation.

Suffixes to Denote Corporation

Limited Liability Company and Limited Company or their abbreviations LLC or LC.

Time to Incorporate/Form

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

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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.However a FBAR form has to be filed each year where the bank account balance exceeds $10,000 at anytime.

State Taxation

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.

Annual Report/Licence Fees

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$300  June 1
 Wyoming  US$50  Anniversary
 Oregon  US$100  Anniversary
 New Jersey  US$50  Anniversary
 New York  No fee  N/A
 Florida  US$140  May 1
 Washington DC  US$165  **
 Arkansas  US$150  May 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.

Financial Statements

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.

Managers

Normally one.

Members

Normally one.

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RELATED RESOURCES

US LLC Fact Sheet Enquiry Form Order Form Shelf List Comparison Chart Back to top

HOW TO PROCEED

A bespoke 'offshore' solution can be complex and requires careful planning and execution. We therefore encourage our clients to contact us directly, without obligation, for a Free Initial Consultation.

Our experienced consultants will gladly assist with advice on how to approach your particular challenge.

To make contact with a consultant at one of our offices who speaks your language, click here for a full list of our office contact details.


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professional advice. OCRA Worldwide does not accept any responsibility, legal or otherwise, for any errors or omission.