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

The Corporate Transparency Act is part of the Anti-Money Laundering Act of 2020, under this act there are new requirements for US entities to file details of beneficial owners from 2024.
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.

Delaware Ready Made Companies

Delaware Ready Made companies are Corporations or LLC’s have never traded and have had the annual government franchise tax paid and the annual reports filed with the Delaware Secretary of State every year.

There are no new Ready Made Companies available in Delaware.

We can sometimes source an older Shelf Corporations & LLC’s from 2007 but, these are in excess of £4200.

Delaware’s corporation law are written to protect the rights of shareholders, this emphasis is placed on shareholder protection attracts the public companies.

There are two types of companies in Delaware:

• The Corporation
• The LLC – Inc – a partnership which is tax transparent: the partners are the taxable entities and not the corporation.

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

In the annual State tax form for a Corporation you must include:

• Director name and address.
• Principal place of business outside of Delaware.
• Nature of business.

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.

General procedures after you receive filed Articles of Organisation

• 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 has to be done within 30 days after incorporation date.

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.