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MORE DETAILS ABOUT

DELAWARE and US

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Delaware is a small state situate on the East Coast of the United States of America, often referred to as the "Gateway to the United States". Marked by few regulations and a lack of bureaucracy in arranging its affairs, and with the Delaware Corporation Law being considered throughout the US among the most attractive for organization purposes, it is a valuable jurisdiction in which to organize new companies.

The policy of Delaware courts has always been to construe the Corporation Law liberally, to interpret any ambiguities or uncertainties in the working of the Statutes so as to reach a reasonable and fair construction. This causes the careful investor to have confidence in the security of the investment.

Corporations not having any business in Delaware pay no Delaware Corporate income tax. Franchise tax compares favorably with other states and is payable on the authorized share capital of a company at a rate of 1%. It should be noted however that Delaware corporations do fall within the Federal Tax System.

 


[ BACKGROUND ] [ COMPANY FORMATION ]
[ SHARE CAPITAL, TAXATION, LICENCE FEES & COMPLIANCE ]
[ STRUCTURE OF MANAGEMENT ]


CORPORATE FEATURES

GENERAL
Type of Company

C Corporation

LLC

Political Stability

Excellent

Common or Civil Law

Common

Disclosure of Beneficial Owner

No

Migration of Domicile Permitted

Generally No

Generally Yes

Tax on Offshore Profits

Yes

Nil, but see section on tax

Language of Name

Latin Alphabet

CORPORATE REQUIREMENTS
Minimum Number of Shareholders/Members

1

1

Minimum Number of Directors/Managers

1

1

Bearer Shares Allowed

No

N/A

Corporate Directors/Managers Permitted

No

Yes

Company Secretary Required

Yes

N/A

Standard Authorized Share Capital

NO par value

N/A

LOCAL REQUIREMENTS
Registered Office/Agent

Yes

Yes

Company Secretary

No

N/A

Local Directors/Managers

No

No

Local Meetings

No

No

Government Register of Directors/Managers

No

No

Government Register of Shareholders/Members

No

No

ANNUAL REQUIREMENTS
Annual Return

Yes

Yes

Submit Accounts

Yes

No but see section on tax

RECURRING GOVERNMENT COSTS
Minimum Annual Tax/Licence Fee

$35

$100

Annual Return Filing Fee

$20


GENERAL INFORMATION

The United States of America is the third-largest country in the world in population, and it is the fourth-largest country in area. China and India are the only countries with more people. Only Russia, Canada and China have larger areas.

 

The United States is comprised of the 50 states and the District of Columbia, home to the nation’s capitol, Washington, DC. The United States covers the entire midsection of North America, stretching from the Atlantic Ocean in the east to the Pacific Ocean in the west. It also includes Alaska, in the north-west corner of North America; and Hawaii, far out in the Pacific. The United States is often called the US, USA, or America.

The land of the United States is as varied as it is vast. It ranges from the warm beaches of Florida and Hawaii to the frozen northlands of Alaska, and from the level Midwestern prairies to the snow-capped Rocky Mountains. This huge and beautiful country is rich in natural resources. It has great stretches of some of the most fertile soil on earth, a plentiful water supply and excellent water routes, and large stretches of forests. Huge deposits of valuable minerals, including coal, natural gas and petroleum, lie underground.

 

POPULATION

The United States has a population of around 265 million and has one of the world’s most varied populations in terms of ancestry. The population includes descendants of people from almost every part of the world. Approximately 92% of today’s total population were born in the United States. The largest foreign-born groups are Mexicans, Germans, Canadians, Italians, Cubans and Filipinos.

The United States has an average population density of about 71 persons per square mile (28 persons per sq km). However, the density varies widely from place to place.

 

POLITICAL STRUCTURE

The United States is a federal republic bound by the United States Constitution. Each of the 50 constituent states and the District of Columbia exercises a measure of internal self-government. Defence, foreign affairs, coinage, posts, the higher levels of justice, and internal security are the responsibility of the federal government.

The President is head of the Executive and is elected to a four-year term by a college of representatives elected directly from each state. The President appoints the other members of the Executive, subject to the consent of the Senate.

The Congress is the seat of legislative power and consists of the Senate (100 members) and the House of Representatives (435 members). Two senators are chosen by direct election in each state, to serve a 6-year term, and one-third of the membership is renewable every two years. Representatives are elected by direct and universal suffrage for a two-year term. The number of representatives of each state in Congress is determined by the size of the state’s population.

Ultimate judicial power is vested in the Supreme Court, which has the power to disallow legislation and to overturn executive actions, which it deems unconstitutional.

The US has a two major political parties, the Democratic and the Republican. Both parties receive support from individuals and groups in all parts of the country. Members of these two parties hold almost all of the offices in the national, state and local governments.

 

INFRASTRUCTURE AND ECONOMY

The United States ranks first in the world in the total value of its economic production. Although the United States economy is based largely on a free enterprise system, the government has placed regulations on economic practices through the years. It has passed anti-trust laws, which are designed to keep one company or a few firms from controlling entire industries.

Additionally, government regulations help protect consumers from unsafe merchandise, protect workers from unsafe working conditions and unreasonably low wages, and help reduce environmental pollution. In spite of the involvement of the government, the United States still has one of the least regulated economies of the world.

Varieties of natural resources provide the raw materials that support the economy of the United States. In addition to a moderate climate, the most valuable resources are minerals, soils, water, forests and fish. Service industries account for 74% of the US gross domestic product and employ 76% of the country's workers. Community, social and personal services rank first, and finance, insurance and real estate rank next among US service industries.

Wholesale and retail trade plays major roles in the American economy. Important US exports include machinery and transportation equipment, such as aircraft, computers, electric power equipment, industrial machinery, and motor vehicles and parts. Manufactured articles, chemical elements and compounds, basic manufactures and agricultural products round out the spectrum of exports.

Leading US imports include machinery and transport equipment; manufactured articles such as clothing, shoes and toys; mineral fuels and lubricants; basic manufactures such as iron, steel and other metals, and paper and newsprint; and chemical products, such as chemical compounds and medicines. Government services, (federal, state and local governments buy a fifth of all the goods and services produced in the nation) and transportation, communication and utilities are important to the economy. Manufacturing accounts for 18% of the gross domestic product and employees 16% of the workforce.

The value of American manufactured goods is greater that any other country. The leading categories of US manufactured products are, in order of value, chemicals, transportation equipment, food products, non-electrical machinery, electrical machinery, printed materials, scientific and medical instruments, fabricated metal products, paper products, rubber and plastic products, and primary metals. Construction accounts for 4% of the US gross domestic product, agriculture accounts for 2%, and mining accounts for 2%.

 

LANGUAGE

The United States has never had a official language, but English has always been the chief language spoken in the country. Immigrants from the British Isles, who included the nation’s founders, spoke English. Today, Spanish is the second most common language in the United States.

 

CURRENCY

The US Dollar.

 

TYPE OF LAW

Based on English Common Law.


COMPANY FORMATION

PROCEDURE TO FORM

 

Corporation: Filing of Articles of Incorporation or Certificate of Incorporation with the Secretary of State.

LLC: Filing of Articles of Organization or Certificate of Formation with the Secretary of State.

LANGUAGE OF LEGALIZATION 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.

TIME TO INCORPORATE/FORM

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

NAME RESTRICTIONS

Corporation: Anything identical or similar to an existing company within the state of incorporation. Additionally, the use of bank or trust within the name of the corporation is prohibited in all 50 states without first obtaining consent from the banking authorities in the state of incorporation.

LLC: 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

Corporation: Incorporated, Corporation, Limited, Company or their abbreviations Inc, Corp, or Ltd. Some of the recommended states allow other suffixes such as Fund, Association, Foundation, Syndicate, Club, Society and Institute.

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

 


SHARE CAPITAL, TAXATION, LICENCE FEES AND COMPLIANCE MATTERS

US FEDERAL TAXATION

 

Corporation: US Corporations are required to file a US Federal Income Tax Return (IRS Form 1120 or 1120A) and pay tax at a progressive rate depending upon the amount of net income. This requirement holds true regardless if the owners (shareholders) are US citizens, non-resident aliens or a combination thereof. Even if the corporation conducts no business in the US and there is no US-source income, it must still comply with the federal tax reporting requirements and payment of tax on world-wide income.

LLC: 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.

STATE TAXATION

US limited liability companies that conduct no business in the recommended states of formation are generally not subject to state income tax and are not required to file a state income tax return.

ANNUAL REPORT/LICENSE FEES

CORPORATIONS

Corp

Franchise Tax

Report Fee

Due Date

Delaware

US$ 55

US$ 20

March 1

 

LLC

LLC

Fee

Due Date

Delaware

US$ 200

June 1

FINANCIAL STATEMENTS

 

Corporation: 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.

LLC: 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.

 


STRUCTURE OF MANAGEMENT

DIRECTORS/MANAGERS

 

Corporation: The minimum number of directors is one, who must be a natural person. Directors may be of any nationality and need not be a citizen of the United States.

LLC: One manager either a natural person or a body corporate of any nationality.

SHAREHOLDERS/MEMBERS

Corporation: The minimum number of shareholders is one. A shareholder of a US Corporation may be another corporation (even an international or "offshore" corporation).

LLC: The minimum number of members is two. This number (or greater) ensures automatic tax classification as a partnership, the advantages to which are described above under "Taxation".


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