Delaware, USA

Introduction

Delaware is located on the Eastern Seaboard of the United States surrounded by the Atlantic Ocean and Delaware Bay, as well as by the states of New Jersey, Pennsylvania and Maryland. Its location affords easy access to the major metropolitan areas of the Northeast. Washington, D.C., Philadelphia, and Baltimore are all within a 2-hour drive.

In the early 20th century Delaware became a corporate jurisdiction and after acquiring such status the corporate regime has influenced more than half of the companies on the Fortune 500 list and companies listed on the New York Stock Exchange which were domiciled in Delaware.

The statute governing corporate law in the U.S. state of Delaware is Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code).

Features and Advantages

  • Stable jurisdiction and reputable financial centre
  • The minimum number of directors and shareholders for a Corporation is one. (this is for corporation not LLC)
  • A President, Treasurer and Secretary must be appointed. (this is for corporation not LLC)
  • One person can hold all these offices and there are no residency requirements. (this is for corporation not LLC)
  • The Registered Office and Registered Agent must be situated in Delaware.
  • The Office and Agent details are also included in the Certificate of Incorporation.
  • There are no minimum capital requirements. (this is for corporation not LLC)
  • Details of directors and officers must be provided. (this is for corporation not LLC)
  • No disclosure of beneficial owners to the general public and
  • No income tax is assessed on corporation’s offshore income(this is for corporation not LLC)
  • Non-resident shareholders pay no Delaware state tax on shares(this is for corporation not LLC)
  • Annual franchise tax is low
  • Corporate governance for LLCs is by a written agreement among its members.
  • Subject to the Certificate of Incorporation or the By-laws, shareholders and directors are not required to hold meetings given that the law permits shareholders and directors to act by written unanimous consent. (this is for corporation not LLC)
  • There are no restrictions as to the type of business for a Corporation. (this is for corporation not LLC)
  • Delaware permits a general purpose clause for any legal business activity for which a Corporation is incorporated. (this is for corporation not LLC)
  • LLCs may not take on the business of insurance or banking which licenses are required.

Summary

Type of Company
Limited Liability Company

Time to Incorporate
1 – 2 working days

Disclosure of Manager / Member Information
Information of member and manager is not accessible publicly

Taxation
Delaware LLC is a disregarded entity. This means that the LLC is not subject to US tax if it does not conduct business in the US and the members of the LLC are Non US residents.

Minimum Manager
Manager can be natural person or corporate body and appointment of manager is not mandatory. The LLC can be member managed.

Minimum Member
At least 1 member who can be natural person or corporate body

Audit Requirement
No audit requirement for accounts

Filing of Accounts
No need to prepare accounts. Accounts are not accessible publicly

Filing of Annual Return
Not Required