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E-mail:Yifeng-shen@hotmail.com
Name:Jack Shen
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Delaware-USA

Post by admin, 2009-03-30, Views:

Advantages of US

Respectable image of US legal entities

No requirements of director's (member's) residency

No requirements of a minimum authorized capital

No requirement of issued capital

No restrictions of quantity issued shares

Stable political environment and secure economy

Great investment opportunities

Well-developed financial services industry

Common law legal system based on English law

Well developed professional infrastructure

Excellent telecommunications system.

 

Taxation

Corporation is taxable entity. Tax rates depend form corporate taxable income and vary from 15% to 39% on worldwide net income according to the following table:

$0 to $50,000 15%
$50,000 to $75,000 25%
$75,000 to 100,000 34%
$100,000 to $335,000 39%
$335,000 to $10 mil. 34%
$10 mil. to $15 mil. 35%
$15 mil. to $18.3 mil. 38%
$18.3 mil.+ 35%

Corporation is able to take tax deductions on business expenses (auto, office, etc.). Moreover, Corporation can provide tax free benefits for its employees, such as dental, medical and others.

LLC is not taxable entity. Income (loss) is passed through to members, and members pay taxes as individuals. They can deduct LLC's losses from other sources of income. If members are non-US residents, they are not liable for US taxes for income derived outside of the United States and passive income derived from the United States, such as interest income, dividend income and capital gains.

 

Comparison:


A limited liability company, or "LLC", is an unincorporated business entity which is a cross between a corporation and a partnership. Like a corporation, an LLC protects its members from personal liability for the debts and obligations of the company. Like a partnership, an LLC is typically formed by the filing of a "certificate of formation" or similar certificate with the Secretary of State and is taxed like a partnership. Also like a partnership, the members of LLCs typically enter into an operating agreement which establishes how the LLC is managed. This agreement controls the management of the company and how the members relate to each other.

Where S Corporations have limits on the number of shareholders who also must be US residents, LLCs have no restrictions in these regards. This makes the LLC a particularly suitable vehicle for non-US residents (See Company Formation for US Non-residents.) An LLC can have more flexibility in management because this is controlled by the members agreement not by the Business Corporation Act of the state.

Unless the LLC elects to be taxed as a corporation, it will be taxed as a partnership - income and deductions of the LLC will be passed through to members for inclusion in their personal returns.

Bottom Line:
If one or more of the owners are non-US citizens, if you have a non-traditional management structure and so need more flexibility than the standard Officers and Directors arrangement of corporations governed by the state's Business Corporation Act, then an LLC may be for you. If tax considerations are a driving factor, you can achieve the same pass-through taxation by electing S Corporation status as a corporation.

Double Tax Treaties

The United States has tax treaties with a number of foreign countries. As a result, many non-US residents are exempt from US taxes or taxed at considerably reduced rates on income derived from US.

 

Legal System

The legal system is based on the English Common Law.

 

Form a USA Corporation
 
Registering in USA: One price includes:
Search name availability for your Corporation.
filing fee and service fee.
Preparation and Filing of the Certificate of Incorporation.
Filing Certificate of Incorporation with the State & Dealing with State until Incorporation is Completed.
A professionally-prepared 20 page Corporation Bylaws ready-for-signature
Minutes or Consents Documentation of Organizational Meeting.
 
The time the state requires to approve and return your completed Articles of Incorporation varies by state. On average, it takes 4-6 weeks to become incorporated. Most states will allow you to expedite the filing process for an additional charge; expediting filings typically take about few days. Those charges also vary by state. Our services include preparation and filing of the following types of documents:
 
 Name Clearance, Reservation and Registration
 Incorporation (or Formation)
 Qualification (or Registration)
 Amendments and Restatements
 Limited Liability Company Formation and Amendment
 Limited Partnership Formation, Amendment and Termination
Annual Reports
 Dissolution, Cancellation and Withdrawal
Registered Office & Registered Agent Services
 Payroll and Tax Services
 
 
Generally, there are no restrictions on foreign ownership of a company formed in the United States. The procedure for a foreign citizen to form a company in the United States is the same as for a U.S. resident. It is not necessary to be a U.S. citizen or to have a green card to own a corporation or limited liability company formed in the United States. To receive pass-through profit distributions, a foreign citizen may form a limited liability company. In contrast, all profit distributions (called dividends) made by a C corporation are subject to double taxation. (Under U.S. tax law, a nonresident alien may own shares in a C corporation, but may not own any shares in an S corporation.) For this reason, many foreign citizens form a limited liability company instead of a C corporation.
 
A foreign citizen may be a corporate officer and/or director, but may not work in the United States or receive a salary or compensation for services provided in the United States unless the foreign citizen has a work permit (either a green card or a special visa) issued by the United States. Some work permits allow a foreign citizen to work only for a sponsoring employer. Such work permits generally do not enable a foreign citizen to also work for a new, unrelated company formed by the foreign citizen. The foreign citizen would need to obtain a separate work permit to work for the new company. We do not provide USA immigration advice.
 
In order to meet the standards of law and regulation and conduct business as a Delaware registered entity, you’ll need to provide your small business incorporation specialist with a summary description of the purpose of your company in order for that same purpose be reflected in the Article of Incorporation documents supporting your formation filing. The benefit of incorporation for business founders like yourself is that it gives you the legal business to conduct business in Delaware and elsewhere. Critically, a major additional benefit of incorporation is that you separate out and shield your personal assets (cash and bank deposits, securities, autos, real property) from the actions and liabilities associated with the corporation’s creditors and any potential future lawsuit and attempt to gain recovery of corporate obligations through a court order. Shareholder indemnification qualifies in most situations other than situations involving fraud.
 
Many US non-residents are forming companies in the State of Delaware, some of which are operating within the country, others of which are operating entirely outside. With the proliferation of the Internet, many non-US citizens are forming American companies to own their web sites even though they have no tangible connection with the USA other than the registration of their company. In general, there are no citizenship or residency requirements to forming a company in the USA. However, there are several factors that should be considered. Most states will not require disclosure of Director information at the time of formation but almost all will ask for this information at the time of filing the next year’s Annual Report. Please ask about our nominee services if appropriate.
 
For many people, pass-through taxation, or the ability to have their entity treated as a non-tax-paying (transparent) entity is important. For US non-residents, use of an S Corporation is not possible because one of the requirements of becoming an S Corporation is that all shareholders must be American residents. This objective can be achieved by forming a Limited Liability Company (LLC) instead of a corporation. For a corporation formed in the U.S.A., there is an absolute requirement that it file a US tax return regardless of whether there is US income. In contrast, the LLC is taxed as a partnership and the partners (principals) must file and pay individual US taxes only if they operate a trade or business in America or if they have US-source (effectively-connected) income.
 
INCORPORATE IN DELAWARE! OFFERING ASSISTANCE IN FORMING DELAWARE CORPORATIONS, LIMITED LIABILITY COMPANIES
Why do so many companies incorporate in Delaware? Do I have to live in Delaware to have a Delaware corporation? Must I use an Attorney to incorporate? You probably found this page because you’re looking into the process of company incorporation in the State of Delaware, forming an LLC or corporation in Nevada, registering an LLC or Corporation in Florida or establish a company in California. While this is a complicated process, once you have a basic understanding of it, you can file for company status in under 24 hours. There are a number of advantages to incorporating a company. This is one of the best ways to protect individual members from financial liability in the event of a lawsuit or other complications. There are three major requirements for incorporating your business: securing your corporate name, filing the necessary documentation and paying the necessary filing fees. You can complete these steps easily. Delaware registration to an overseas person or firm would potentially be a practical move when considering offshore registration in the widest international context of competing jurisdictions.
 
 
Our company is specialized in business formation in Delaware, Nevada, New York, etc. Form a Corporation, Non-Profit or LLC Delaware or Nevada. It is possible to retain nominee officers and directors for your Corporation or nominee members and nominee managers for LLC, who are then listed on the public records. It is not necessary for the officers and directors to be USA residents, nor is it necessary for the officers to be directors of the company.
 
Incorporating in Delaware or registering a company in Nevada has the greatest tax benefits to you and your company. By forming a Delaware corporation you can begin to live the corporate lifestyle with unparalleled tax savings, asset protection, and privacy. When you incorporate a business you begin to unlock many options for yourself and your business. The proper incorporation of your company and record keeping provides a corporate veil that will keep you and your business safe from lawsuits, tax troubles, and even prosecution.

 

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