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The Delaware Corporate Law structure does not impose restrictions on foreign ownership or management.
The only document required in order to create an LLC in Delaware is 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, which is filed with the Delaware Secretary of State, has to contain only two articles: the name of the Delaware LLC and then the name and address of the Delaware LLC's Registered Office and Registered Agent in Delaware.
In Delaware, members and managers of an LLC are not required to be named on the Certificate of Formation.
Preparation, execution and filing of the Certificate of Formation must be handled by an authorized person or entity; an authorized person is an individual or entity that forms an LLC on behalf of the members by filing the necessary formation documents with the Secretary of State and returning them to the members.
Typically, the authorized person is the LLC’s Registered Agent or an attorney. Once this document is filed, the authorized person releases the LLC to the initial member(s).
The legal instrument that releases the LLC to the initial member(s) is called the Statement of the Authorized Person; this statement is prepared and signed by the Registered Agent, and it is not provided to the state of Delaware.
This information is not required to be filed publicly in Delaware.
Why would someone from outside the United States form a company in Delaware? There are numerous advantages to non-residents of the U.S.A. who form companies in Delaware.
When all of an LLC's income is Non-United States Source Income (as defined by the IRS), the members of the LLC who are not residents of the U.S.A. are typically not subject to U.S. federal income taxation.
U.S. non-residents can take advantage of Delaware’s freedom of contract and strong legal infrastructure without having to provide any member information on the public record; they can also operate their LLC anywhere in the world.
For help determining if your company earns U.S. source income, view the helpful Summary of Source Rules for Income of Nonresident Aliens provided by the IRS.
For more information or questions regarding U.S. company formations for non-residents, please feel free to call us at 1-800-345-CORP.
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
There are 13 comments left for U.S. Company Formations for Non-ResidentsJennifer said: Tuesday, May 19, 2020
Can you advise regarding using a company like Transferwise or XE, instead of a bank? I am very tired of exchange fees as I work in multiple countries and invoice in different currencies. I have formed an LLC in Delaware and already have a US bank personal but would prefer to use a company like Transferwise instead of a bank?HBS Staff replied: Tuesday, May 19, 2020
While many of our clients have had success using TransferWise, we unfortunately are not able to advise or assist with finding a banking service that is a good fit for your business. If you do decide to move forward with TransferWise, we have an article providing information on the address verification process here: https://www.delawareinc.com/blog/verify-business-address-transferwise.Ahmed Elbery said: Thursday, April 11, 2019
need to know what I need to form LLC in delaware and opening an HSBC bank account for the company.HBS Staff replied: Thursday, April 11, 2019
Ahmed, here's what we'll need to form your company:
Interested in US LLC formation with TAX ID & Bank A/C for Non US Resident? Please reply with service cost and process information.HBS Staff replied: Friday, November 2, 2018
Adnan, we would be happy to assist you with forming your LLC and obtaining a Tax ID. Unfortunately, we cannot assist with creating your U.S. bank account. Pricing for our formation services can be found here: https://www.delawareinc.com/ourservices/compare-international-packages/
When you're ready to get started, you can complete the transaction online, or just call, email, or live chat with us and we'll walk you through the process.Viktorija said: Thursday, September 13, 2018
Company - resident of EU country has formed a LLC in Delaware subsidiary of EU-country. Currently we are trying to open bank account in one of US bank, and received rejection as this company is "foreign business". Can you advise some bank that wouldn't treat US company - subsidiary of another EU company as "foreign".HBS Staff replied: Friday, September 14, 2018
Hi Viktorija - Unfortunately, we're unable to point you to a specific bank that can accommodate you. Most US banks require an in-person visit in order to open a business account. We have some additional information here, about halfway down the page: https://www.delawareinc.com/before-forming-your-company/Delaware-company-formations-for-non-residents/
Please feel free to contact us for more information.Nureni Oladipupo said: Sunday, September 9, 2018
Thanks for all the information. Please,if I register a company as a non resident of u.s and the company is operated in another country, do I have to pay any tax to U.S or file returns? Thank you sir.HBS Staff replied: Monday, September 10, 2018
Nureni, for specifics on taxation related to your specific business and situation, you will want to speak to a tax professional. Unfortunately, we cannot provide that information.