Delaware – Nevada – Wyoming

DELAWARE

 

The State of Delaware is a leading domicile for U.S. and international corporations. More than 1,000,000 business entities have made Delaware their legal home. More than 66% of the Fortune 500 have chosen Delaware as their legal home.

 

Businesses choose Delaware, not for one single reason, but because the State provides a complete package of incorporation services. The Delaware General Corporation Law is the most advanced and flexible business formation statute in the nation. The Delaware Court of Chancery is a unique 220-year-old business court that has written most of the modern U.S. corporation case law. Delaware’s State Government is business-friendly and accessible. These factors have all contributed to making Delaware a premier legal home to companies around the world.

 

There are so-called Corporations and the so-called Limited Liability Companies or LLC. A corporation or an LLC that chooses to be treated as a corporation for tax purposes must keep accounting and file annual income returns and pay taxes in the United States. There are strategies to reduce the tax burden in these cases. In cases of LLC that choose to be transparent for tax purposes, the company will no longer be responsible for submitting annual income statements, but its member or owner, with the advantage that, if it is a single foreign owner, the latter will not have to pay taxes in the United States, provided the income is from a foreign source (non-US income). This is a significant advantage, as the LLC could well be used as a vehicle that holds shares and real estate outside the United States.

 

Notwithstanding the foregoing, it should be noted that, as of January 2017, an LLC with a single foreign member must report to the United States Department of Internal Revenue the name of the person responsible and should be understood as the person responsible for those who have effective control of the society. This information is private and confidential and that the United States collects to comply with the International Treaties on information exchange and double taxation that it has signed.

 

The United States has not signed the so-called “Common Reporting Standard” or CRS and the Multilateral Agreement for the Exchange of Fiscal Information in Administrative Matters has not been ratified and is not expected to be ratified promptly.

 

A Delaware LLC is a business vehicle with a legal existence separate and distinct from its owners. Owners and managers are not personally liable for the company’s debts and obligations.

 

A Delaware LLC can be treated as a pass-through entity for tax purposes. As such, it is considered a hybrid business formation that combines some of the best features of corporations and partnerships.

 

An LLC is a relatively new type of entity in the United States. If properly structured, it combines the limited liability of a corporation with the pass-through taxation of a partnership. However, it is important to clarify that while LLCs can be treated as legal partnerships, they are not corporations. Owners-or members, as they are called in an LLC structure – can be individuals or any type of entity, from anywhere in the world, and are unlimited in number.

 

The features of a Delaware limited liability company, when combined with non-U.S. source income, means non-resident aliens of the United States can avoid U.S. taxation when using an LLC.

 

Other Advantages of Delaware:

 

  • Delaware’s business law is one of the most flexible in the United States of America.
  • For corporations, there is no state corporate income tax for companies that are formed in Delaware but do not transact business there (but there is a franchise tax).
  • Taxation requirements are often favorable to companies with complex capitalization structures and/or a large number of authorized shares of stock.
  • There is no personal income tax for non-residents.
  • Shareholders, directors, and officers of a corporation or members or managers of an LLC don’t need to be Delaware residents.
  • Stock shares owned by persons outside Delaware are not subject to Delaware taxes.

 

The current international view of USA/Delaware by International Organizations.

 

International Organization White List Grey List Black List
OECD    
FATF
EU    

 

Basic pricing.

LLC or Corporation registration US$900.00

Includes:

 

  • Certificate of formation
  • Deluxe corporate kit with metal seal embosser (includes a binder with a minute book, a template of the operating agreement, blank share/membership certificates, blank membership/share register)
  • FedEx worldwide delivery

 

Renewal fees US$800.00 for LLC’s and US$700.00 for Corps

Includes:

 

  • Registered Agent / Registered office
  • Government fee 
  • Verification the company complies with local legislation.

 

OPTIONAL SERVICES IN US$
24-hour filing $150.00
Certified copy of your certificate of formation $150.00
FedEx worldwide $100.00
EIN retrieval $200.00
US Office address & Mail Forwarding Service for 6 months $750.00
Good standing certificate $150.00
Apostille per doc $100.00
Statement of the organizer $150.00
Nominee director/manager $500.00
Nominee shareholder/member $500.00

 

NEVADA

 

Nevada legislature has worked since the early 1990s to turn the state into a business-friendly environment. Nevada’s advantages have made it a rival to other States in reducing the tax burden for business owners, and their particular combination of benefits makes it especially appropriate for smaller businesses.

 

There are so-called Corporations and the so-called Limited Liability Companies or LLC. A corporation or an LLC that chooses to be treated as a corporation for tax purposes must keep accounting and file annual income returns and pay taxes in the United States. There are strategies to reduce the tax burden in these cases. In cases of LLC that choose to be transparent for tax purposes, the company will no longer be responsible for submitting annual income statements, but its member or owner, with the advantage that, if it is a single foreign owner, the latter will not have to pay taxes in the United States, provided the income is from a foreign source (non-US income). This is a significant advantage, as the LLC could well be used as a vehicle that holds shares and real estate outside the United States.

 

Notwithstanding the foregoing, it should be noted that, as of January 2017, an LLC with a single foreign member must report to the United States Department of Internal Revenue the name of the person responsible and should be understood as the person responsible for those who have effective control of the society. This information is private and confidential and that the United States collects to comply with the International Treaties on information exchange and double taxation that it has signed.

 

The United States has not signed the so-called “Common Reporting Standard” or CRS and the Multilateral Agreement for the Exchange of Fiscal Information in Administrative Matters has not been ratified and is not expected to be ratified promptly.

 

Nevada offers a wide range of benefits as a state of incorporation, including its ease of registration, relatively low corporate taxes, and lack of state taxes. Nevada also offers strong privacy protections to business owners and a business-friendly environment. If you are starting an LLC, Nevada may be a better home for your business than Delaware.

 

Some of Nevada’s benefits for LLCs include:

 

  • No state income, corporate or franchise taxes
  • No taxes on corporate shares or earnings
  • Strong privacy protection for homeowners, who can remain anonymous
  • No operational agreements or annual meetings are required.
  • Fast registration times (companies can register in just one hour for a fee)
  • Low business registration fees
  • Formation of single-person corporations allowed
  • Permissive rules on the creation of actions, which allow their creation for everything from services offered to real estate.
  • An efficient judicial system that often relies on Delaware jurisprudence to resolve business disputes
  • A strong corporate veil that protects agents, employees, officers, and directors of responsibility
  • Shareholders, directors, and officers do not have to live or hold meetings in Nevada, or even be citizens of the United States.
  • Directors do not need to be shareholders.
  • Officers and directors of a Nevada corporation are protected from any personal liability for lawful acts of the corporation.
  • Nevada corporations can buy, hold, sell, or transfer shares of their capital.
  • Nevada companies can issue shares for money, services, personal property, or real estate, including lease agreements and options. Directors determine the value of any of these operations, and it is their final decision.
  • The courts of Nevada have a history of jurisprudence protecting the “corporate veil”, so it is the most difficult in the country for the courts to lift that veil. Nevada has only allowed the drilling of a corporate veil once in the last 21 years, and it was due to fraud resulting in a Nevada resident. The case was Rowland v. Lemire, 99 Nev. 308, 662 P.2d 1332 (1983).
  • A Nevada corporation can be formed for the sole purpose of limiting a person’s responsibility in any lawful business.
  • The use of “bearer shares” is prohibited in Nevada.

The current international view of USA/Nevada by International Organizations.

 

International Organization White List Grey List Black List
OECD    
FATF
EU    

Basic pricing.

LLC or Corporation registration US$900.00

Includes:

 

  • Certificate of formation
  • Registered Agent / Registered office
  • FedEx worldwide delivery

 

Renewal fees US$800.00 for LLC’s and US$700.00 for Corps

Includes:

 

  • Registered Agent / Registered office
  • State fees 
  • Verification the company complies with local legislation.

 

OPTIONAL SERVICES IN US$
Corporate minute book, seal, certificates $125.00
Certified copy of your certificate of formation $150.00
FedEx worldwide $100.00
EIN retrieval $200.00
US Office address & Mail Forwarding Service for 6 months $750.00
Good standing certificate $200.00
Apostille per doc $75.00
Nominee director/manager $500.00
Nominee shareholder/member $500.00

 

 

WYOMING

 

Wyoming is one of the States that are recognized for their privacy and clear advantages in asset protection. Let’s examine why:

Wyoming doesn’t have:

  • Personal income tax 
  • Corporate income tax 
  • Inventory tax 
  • Gross receipts tax 
  • Franchise tax 
  • Burdensome regulations 
  • Disclosure of shareholders 
  • Business or “per-capita” tax 
  • Excise tax 
  • Sales, property and inheritance taxes are among the lowest in America 

 

Additionally, this jurisdiction offers the following advantages:

– A Wyoming company may issue as many shares as you wish by simply making the proper entries in your Articles of Incorporation. Unlimited shares may be of paramount importance to you in particular if you ever contemplate taking your company public. 

– One person can fill all the required corporate positions, giving you ultimate flexibility and control.

– Shareholders are private. The State only requires a simple “Annual Report” which requires disclosure of only those assets located within the state of Wyoming and the name of one person, usually the one who submits the report. 

– Low annual fees

– As an officer or director, you cannot be held responsible for the debts of the corporation. 

– No minimum capitalization is required. 

– Your directors and/or shareholders meetings may be held anywhere in the world. 

– Stock in your Wyoming corporation may be issued in exchange for “anything of value”. 

– Companies registered in other States can continue its existence under Wyoming Laws.

FEES FOR REGISTRATION US$
One Wyoming LLC, door to door courier included $790,00

 

The aforementioned fee also includes the following:

  • Verification of the proposed names for the company at the registrar
  • Memorandum and Articles
  • Certificate of Formation
  • Share certificates
  • Share register
  • First minutes
  • Power of attorney 
  • Updated and signed resignation letter from the nominee director
  • The first year of the license fee

 

The nominee director service is rendered free of any cost to you for the first year.

OPTIONAL SERVICES US$
Corporate documents with Apostille $105,00
Twelve (12) months of Virtual Office (Mail forwarding from a   
PO Box in Panama) $350,00
Bank account in:  
Panama $500,00
Bahamas $600,00
Belize $600,00
Cyprus $600,00
Seychelles $600,00
Nevis $600,00
St. Vincent and The Grenadines $600,00
St. Lucia $600,00
Switzerland $600,00
Austria $600,00
RENEWAL FEES US$
With nominee director, registered agent and annual license fee   
payable to the government of Wyoming LLC $330,00
Without nominee director, registered agent and annual license   
fee payable to the government of Wyoming LLC $230,00