DELAWARE

Delaware is a small state situated 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.

Why Delaware?

Delaware has long been recognized as the most attractive state for organizing a business entity. Delaware’s corporation and trust laws are known for their unparalleled flexibility regarding freedom of contract. The strong working relationship in Delaware between the legislature, the judiciary and the Corporation Law Committee of the Delaware Bar Association helps to ensure that these laws will remain at the cutting edge of innovation. In addition, the Delaware courts that interpret these laws are among the most sophisticated and respected in the nation, and around the world.
This tradition of excellence attracts business people from around the world to form their business entity in Delaware. More that half of the Fortune 500 and the NYSE companies are domiciled in Delaware.

UNMATCHED CONTRACTUAL FLEXIBILITY

The basic approach of the Delaware statute is to allow parties to define their business relationship in the written agreement which governs the operation and management of the entity (the “LLC agreement”), and to provide rules only for those matters on which the parties have failed to agree. The stated policy of the Delaware Act is to give maximum effect to the principle of freedom of contract and to the enforceability of LLC agreements. The contractual flexibility offered by the Delaware Act is unmatched by any other LLC statute.

Why Europeans Form Delaware LLCs?

The Delaware Act imposes no restrictions on foreign ownership or management, and it does not require a Delaware LLC to have any presence in Delaware except for a registered office and registered agent. Nor is there any requirement that the LLC agreement be written in or translated into English or that it be made public. The only document required to be filed in Delaware is a short-form certificate of formation.

Confidentiality is preserved because owners and managers are not required to be named in or to execute this certificate. Preparation, execution and filing of the certificate of formation must be handled by an authorized person or entity. Europeans (and, indeed all “non-resident aliens” of the U.S.), who utilize a Delaware LLC can receive the traditional partnership tax benefits as well as other benefits associated with international tax planning.

Special planning opportunities exist for non-United States members (even if other members may be residents or citizens or the U.S.A.) and when all the company’s income is “Non-United States Source Income” (as defined by the IRS).
If a Delaware LLC has members not subject to U.S. federal income taxation, carries on no business in the United States and derives no income from sources within the United States, then, according to current law, as of the date of distribution of this document, no United States federal income taxes will be due by the members who are “non-resident aliens” of the U.S. The filing of an informational tax return , IS REQUIRED, and Harvard Business Services can provide accounting services in the U.S.A. that guarantee to file your tax returns properly and on a timely basis.

The Formation Process:

Two things are required under the Delaware Act in order to properly form a Delaware LLC: (1) a written LLC agreement and (2) a certificate of formation duly filed with the Delaware Secretary of State.

THE CERTIFICATE OF FORMATION 

Unlike other states, Delaware requires very little information to be made public in order to form an LLC. The certificate of formation filed with the Delaware Secretary of State to form the entity is required to contain only the following items of information: 

(i) the name of the Delaware LLC, which name must contain the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC”;

(ii) the address of the Delaware LLC’s registered office and the name and address of the Delaware LLC’s registered agent in Delaware; and

(iii) the date on which the LLC is to dissolve if such date is specified in the LLC agreement.

Advantages

A Delaware LLC company may be owned by any national, regardless of place of residence. It may have one or more members. Owners' names are not disclosed to the state. The company is not required to report any assets.
The company can be operated and managed worldwide.

Taxation

No V.A.T. or sales tax in Delaware.
No income tax for companies operating outside of Delaware.
No income tax for non resident members.

Features

Company needs to maintain at least one member/manager. His name and address will be recorded and available to the public. (Should you require to run your company confidentially we will provide our nominee manager). The company has to maintain a local registered agent and registered office in Delaware. (If you wish your business & sensitive mail to be collected in an secure place and forwarded we can offer mailing/forwarding address in the  UK, Canada..... ).

Procedure and timing

Please make an order and we will send you wire transfer instructions. The following information will be required for the incorporation:

full name and address of the manager / signatory on the account. We can provide our nominee manager if you do not wish to register your personal details with the Registrar. In this case, a General Power of Attorney will be issued in favor of the signatory on the account name and address you wish us to deliver the corporate documents to.

Your company will be incorporated within one week when we receive the fees. Then we will send you the original documents by registered mail (DHL). When the company is incorporated, we will send you bank application forms. Forms have to be completed and returned to our regional office in Canada with the signatory's certified passport copy. When forms are received it takes about three weeks to allocate the account.

Where the client can verify the signature on his company bank account? Directly in each bank. The client can easily verify that we did not do anything to his application by just asking the bank to send him a copy of his application form that the bank keeps on file. ( by regular post mail, fax, PGP encrypted e-mail, by phone.... ,personally)

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Asset Protection s.r.o. is not a law firm and does not provide legal advices or legal services. We recommended to consult licensed professionals with regards to local tax and legal matters.