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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-Residentssony said: Friday, August 17, 2018
Hi Thanks for the information. I would like to start an online business and would like to register it in the US. Is it mandatory to have a bank account in delaware to register a business in delaware or is it fine to have a bank account in any state? Thank youHBS Staff replied: Monday, August 20, 2018
The bank account can be opened anywhere in the world and does not have to be in Delaware or in the US. Usually the US banks need someone to show up in person, with the approved formation documents we provide and the tax id number for the company.
Unfortunately for our international clients, one of the most common and inflexible requirements for opening a business bank account in the United States is showing up in person to do so. Once you've decided on a bank, it's generally a good idea to call ahead to see what is required to open the account, since requirements differ from bank to bank.Elvis US said: Thursday, February 22, 2018
Thank you!HBS Staff replied: Monday, February 26, 2018
You are welcome. Glad you found our blog helpful.Karan Sahani said: Friday, December 1, 2017
I want to form a company in US. Kindly let me know the process time and cost for this.HBS Staff replied: Friday, December 1, 2017
Here is the international formation price information:
Here is the domestic formation price information:
Feel free to call us, live chat with us from our homepage or email us at firstname.lastname@example.org for assistance or more information.
K manoj said: Wednesday, August 9, 2017
hello sir, I am non resident of US lives in India want to form a LLC in delaware.you say i can form an llc and open a bank account with my friend who lives there. suppose i maintain llc and get my paycheks in xxx bank .as i dont have SSN as am not us nationalist how can i take my profits? how can i get personal income? can i directly transfer the amounts to my personal account?HBS Staff replied: Thursday, August 10, 2017
That is a question that would be best answered by your accountant or a corporate tax professional, as it goes beyond the realm of our specific expertise. Thank you for reading our blog and if you want to form a Delaware LLC, please get in touch with us (Live Chat, email, telephone). We would be happy to help you form your new LLC!Shivendra said: Wednesday, June 7, 2017
Hi I want to open a travel agency in USA and want to open a bank account also please help and let me know the way regards shivendraHBS Staff replied: Thursday, June 8, 2017
We can certainly help you form a Delaware company, either by phone, Live Chat or directly online from Our Services page. Regarding the bank account, each U.S. bank has different requirements for opening a business bank account. Unfortunately for our international clients, one of the most common and inflexible requirements for opening a business bank account in the United States is showing up in person to do so.
While some international business owners are able to travel to the U.S. to open an account, this can cause problems for others. Many people ask a friend or family member who lives in the U.S. to open the bank account on their company’s behalf.
Other business owners appoint a manager (LLC) or director (corporation) who already lives in the U.S. as an authorized person to open and manage the business bank account. Some business owners have had success by finding a branch of an American bank that is located near them, and asking that branch to facilitate opening an account.
Once you've decided on a bank, it's generally a good idea to call ahead to see what is required to open the account, since requirements differ from bank to bank.