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 U.S. 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.
THE AUTHOR OF THIS BLOG ARTICLE IS NOT A LAWYER AND HARVARD BUSINESS SERVICES, INC. IS NOT A LAW FIRM. THE ARTICLE ABOVE IS NOT INTENDED AS LEGAL ADVICE AND SHOULD NOT BE TAKEN AS LEGAL ADVICE. THIS SHORT ARTICLE IS STRICTLY TO MENTION SOME ASPECTS OF DELAWARE’S CORPORATION LAWS AND/OR LAWS RELATING TO OTHER FORMS OF ENTITIES WHICH YOU MAY NOT BE FAMILIAR WITH. WE RECOMMEND THAT YOU CONSULT WITH A LAWYER BEFORE FORMULATING A STRATEGY WHICH WILL BE SUITABLE FOR YOUR SPECIFIC CASE.
There are 10 comments left for U.S. Company Formations for Non-ResidentsK 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.Monica Welch said: Tuesday, June 6, 2017
I would like to start a business in the Usa to purchase homes anywhere in the Usa can I incorporate using your companyHBS Staff replied: Thursday, June 8, 2017
Yes, you can. You can call us at 1-800-345-2677 or use the Live Chat option from our homepage. You can also form a company entirely online from Our Services page.Aravind said: Tuesday, May 16, 2017
Dear Sir, I would like to know about company formation in US. Kindly advise the total cost for the complete process. Regards, AravindHBS Staff replied: Tuesday, May 16, 2017
Much of that information can be found on these two pages on our site.
If you would like more information or have questions, please feel free to Live Chat with us from our homepage or call 1-800-345-2677 during regular business hours (9-5 EST).
Seyyed Yasha Ullah Afghan said: Wednesday, September 14, 2016
Dear 1 One of our clients non-resident alien is interested in starting an online "snart watch" sales business, and has asked us to look into the necessity of opening up a USA based incorporation. 2 The clients are husband Pakistani Passport and wife US Passport but never lived in US, hence, has no tax records etc, and will most probably opt out for a Limited Partnership Company, until you may suggest a better option. 3 They also need to obtain a bank account along with a Tax ID not just for the company but also for the wife so she can enter into the tax system, which ease her process to sponsor her husband. We hope the above somewhat clarifies the requirements, please be kind and direct us accordingly in terms of documentary requirements. Warm Regards AfghanHBS Staff replied: Friday, September 16, 2016
Please call us during the hours of 9-5 EST at 1-800-345-2677or Live Chat from our website, www.delawareinc.com so that we may try to assist you.
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