USA Delaware Company Incorporation

The two company structures we offer in Delaware are the Corporation (Inc) or the Limited Liability Company (LLC).

More than a million corporations have been incorporated in Delaware and more than 50% of all U.S. publicly traded companies.

Delaware C Corporations Key points

• Time – 3-4 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 are not subject to state income tax

Delaware Incorporation

• Reserving your Company Name
• Structuring the company as per your requirements
• Prepare your Company Registration Forms
• Drafting the Articles of Association / Statutes
• File the documents with the Delaware Division of Corporations
• Appoint the members
• Preparation of the minutes of first Board Meeting
• State registration fee
• Certificate of Incorporations
• All documents and certificates supplied in a professional folder
• Delivery of documents by FedEx / DHL courier

Our Corporate Administrative service includes:

• Provision of the Registered Office and Registered Agent in Delaware
• Compliance with local domicile requirements

LLC’s with non-resident shareholders 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.

Advantages of Incorporating in Delaware

• There are no minimum capital requirement
• For companies doing business outside of Delaware there is no corporation income tax
• Delaware has no sales tax, personal property tax, or intangible property tax on corporations
• A corporation may keep all of its books and records outside of Delaware
• The principal place of business can be outside of the State of Delaware
• Delaware’s corporation law are written to protect the rights of shareholders
• It is not a requirement to be a US citizen or resident
• Only one shareholder is required.
• There is no minimum capital requirement

Company Directors

The Director requirements for a corporation are:

• Only one director of any nationality is required.

Shareholders

The shareholder requirements for a Corporation:

• Only one shareholder required with no are no restrictions placed on nationality or residence.

Registered Agent & Registered Office

We can provide registered office service for your Delaware Corporation. Delaware law requires that every business have a Registered Agent in the State of Delaware who may be either an individual resident or business that is authorised to do business in the State of Delaware.

Section 5.01 of the Act says that “..each corporation must continuously maintain .. (1) a Registered Office … and (2) a Registered Agent. “Failure to maintain a Registered Agent results in the loss of the Good Standing of the corporation with the state.

Documents and Information

To incorporate your Delaware corporation, we require the following:

• The Directors full name, date of birth, address and nationality
• The Shareholders full name and address
• Your chosen company name
• Nature of business

Federal Tax Identification Number – EIN

An Employer Identification Number, also known as a Federal Tax Identification Number, is used to identify a US Corporation.
The EIN is a nine digit number assigned to Corporations for tax filing and reporting purposes.

An EIN will be required for a business to open a bank account.

All employers must have an EIN

To obtain an EIN company must provide a statement to the IRS that contains:

The location of the company’s US operations
The name(s) and address(es) of the company’s US representatives.

The IRS states, the purpose of any company in obtaining an EIN is that the company plans to or is conducting business in the US and will be filing a US tax return.

Delaware Beneficial Owner Register

Corporate Transparency Act & Beneficial Ownership Information Reporting. This new law requires the Registered Agent to submit to the Financial Crimes Enforcement Network (FinCEN), the following information about the entity and its Ultimate Beneficial Owner:

• The legal name of the company
• The current street address of its principal place of business. If the principal place of business is not in the U.S., then the company will report the address from which it conducts business in the U.S.
• EIN (Tax Identification Number – all new entities will be required to obtain an EIN)
• The UBO’s legal name, date of birth and residential street address
• A scanned copy of the passport

The information about the entity and the UBO will not be public information.

This law imposes strict deadlines for reporting entity and UBO information as well as heavy fines if the information is not submitted on time.

There is a one-off filing on Incorporation and, subsequent filings only required when there is a change in beneficial ownership.

Beneficial Owners are defined as individuals who own at least 25 percent of the US entity or individuals who exercise substantial control over the entity even if they have no ownership.

Limited Liability Company

An LLC is a form of Partnership which has become very popular.

This is different to a corporation for the following reasons:

• A Corporation has Shareholders as owners. The LLC has Members.
• A Corporation has Director. The LLC has Managers.
• Annual State tax for a Corporation is around $50 and for an LLC is $100

Any profits or losses are passed to the members of the LLC to report on their personal income tax. Therefore, the LLC does not pay any income taxes.