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US COMPANY FORMATION
CHOOSING YOUR BUSINESS ENTITY



DELAWARE ”C” CORPORATIONS

 

BUSINESS ENTITY
We are pleased to provide this basic guide to the different ways a business may be organized under Delaware law.

The following information is provided as a public service, contains general descriptions not necessarily applicable in all circumstances and does not and should not be viewed as legal or tax advice.

 

INTRODUCTION
As society grows more complex, demands on business expand. State and federal laws and regulations affecting business multiply, giving rise to ever increasing risks of liability and loss unrelated to the economic performance of a business. The legal form in which a business operates has become more crucial than ever.

The choice of entity has itself grown more complex. Principal choices now include: sole proprietorship; general partnership; limited liability partnership; limited partnership; limited liability limited partnership; limited liability company; business trust; stock corporation; membership corporation; Subchapter S corporation; close corporation; and professional corporation. Each has its advantages and disadvantages. Each is designed to address certain business problems.

Whether starting a new business, expanding an existing business, or pursuing a strategic alliance or joint venture, selection of the proper form in which to conduct business can contribute significantly to achieving the goals of the enterprise. It can also minimize conflict among participants and reduce or eliminate risk of personal liability.

An informed choice of entity is a part of prudent business planning. To assist such planning, in the following pages we briefly describe the principal forms of business entities. These descriptions are not a substitute, of course, for consultation with your business advisers. Rather, they are intended to provide information that will assist you in working with your business advisers to select the type of entity that best meets your needs.

TYPES OF DELAWARE BUSINESS ENTITIES

Sole Proprietorship
The simplest form of business enterprise is a sole proprietorship. The business is conducted by an individual after obtaining the necessary licenses, permits and other documents necessary to commence business. If conducted under a trade name, a "fictitious name filing" is required to notify the public of the use of a trade name by the sole proprietor. Because there are no formation or operational formalities, a sole proprietorship is very simple to start, operate and to terminate. A sole proprietorship does not involve the creation of a legal entity separate from the proprietor. As a result, the sole proprietor is personally liable for all debts and obligations of the business and there is no continuity of business in the event of disability or death. The only way to transfer ownership of the business is through a sale of the assets used in the business.

Corporation
Probably the most commonly used and best understood form of business entity, a corporation is an entity formed under state or federal law. It is separate and distinct from its owners, and may acquire, hold, and dispose of property, conduct its business, and sue or be sued in its own name. The relative rights and duties of the corporation, its owners, and its management are largely defined by statute and by the corporation's certificate of incorporation and bylaws.

Most corporations are organized as stock Corporations and issue stock to evidence ownership. Under appropriate circumstances, a corporation may be formed as a non-stock, membership corporation. Stockholders in small corporations often chose to enter into a stockholders' agreement to regulate the voting and transfer of stock in order to better protect their investment.

As a separate entity, a corporation is liable for its debts and other obligations. Except under unusual circumstances, stockholders, directors and officers of a corporation are not personally liable for the corporation's obligations.

Management of a corporation generally rests with its board of directors, who are elected by the stockholders. Other than the right to elect directors and approve certain transactions, such as mergers, sale of all assets, and dissolution, stockholders have no role in managing a corporation. When formed as a statutory "close corporation," management may be vested in the stockholders in lieu of a board of directors.

Delaware corporations:
Have no minimum capital requirement
Do not require a principal place of business in Delaware
Allow one person to be the sole director, officer and stockholder
Have no residency requirement for directors, officers or stockholders

A special type of corporation, known as the "professional corporation," exists for licensed professionals, such as doctors, architects, accountants, and attorneys, who by law or ethical rules may not practice in the form of a regular corporation. The salient features of the professional corporation are that only licensed professionals may be stockholders, each stockholder participates as a director in the management of the business, and each stockholder remains personally liable for his or her own professional negligence or malpractice and that of any other stockholder, employee or agent working under the stockholder's supervision and control.

General Partnership
A general partnership is simply an association of two or more persons to carry on a business as co-owners. No formalities are required to create a general partnership.

Thus, a general partnership may arise out of the conduct and actions of the parties, or pursuant to an oral agreement. It is prudent, however, to use a written agreement that specifies the respective rights and duties of the partners. Where no agreement exists, the Revised Uniform Partnership Act provides some rules for the creation, operation, dissolution and termination of a general partnership, but it is not a good substitute for an agreement.

The distinguishing features of a general partnership are that each partner is an agent for the partnership with the power to legally bind the partnership and each partner is personally liable for the debts and obligations of the partnership. Most business decisions may be made by a majority of the partners, although some matters, such as admission of a new partner, will require unanimous agreement.

For non-tax purposes, a Delaware general partnership is a separate entity from its partners, may conduct business, acquire, hold, and dispose of property, and sue and be sued in its name, without the need to join all partners as parties.

Limited Liability Partnership
Delaware authorizes a special form of general partnership known as a limited liability partnership. In a limited liability partnership, the partnership is required to register with the Delaware Secretary of State and maintain a specified amount of liability insurance. In return, partners are relieved of personal liability for obligations of the partnership. Partners remain personally liable for their own negligence or misconduct and that of persons under their direct supervision and control. The limited liability partnership is attractive to professionals who want the benefits of the partnership form but without the personal liability for the professional misconduct of other partners and employees.

Limited Partnership
A limited partnership is a special form of partnership created by the filing of a certificate of limited partnership with the Delaware Secretary of State pursuant to statutory requirements. The relation among partners is governed primarily by a partnership agreement. While the agreement may be oral, use of a written agreement is almost always advisable. The Revised Uniform Limited Partnership Act provides some rules regulating the relative rights of partners and the management, dissolution and termination of a limited partnership. Because such statutory rules may, in most cases, be altered by agreement among the partners, to obtain maximum benefits from the limited partnership form requires a written partnership agreement tailored to specific circumstances.

Like a corporation, a limited partnership is a separate legal entity from its partners. A limited partnership must have at least one general partner and at least one limited partner. The principal distinguishing feature of a limited partnership is that the limited partners are not personally liable for the debts and obligations of the partnership. The general partner remains fully liable. Thus, limited partners risk only their invested capital.

Historically, the price for limited liability was that limited partners could have no participation in management of the partnership, which was vested entirely in the general partner. Delaware's current limited partnership laws provide great flexibility in this area, however, and it is possible to structure a limited partnership agreement that gives considerable management participation to limited partners without jeopardizing their limited liability.

Without loss of limited liability, limited partners may:
Transact business with the limited partnership
Be a control person of a general partner
Consult with and advise the general partner
Serve on a committee of limited partners
Vote on matters such as dissolution, a sale of assets, a merger, and admission or removal of a general partner.

Limited partnerships may become limited liability limited partnerships, and thereby provide the general partner with the same protection from personal liability afforded general partners in a limited liability partnership.

Limited Liability Company
A limited liability company is one of the more recent and most flexible business structures available in Delaware. Formed by filing a certificate of formation with the Delaware Secretary of State, a limited liability company is a separate legal entity having the power to conduct business, acquire, hold and dispose of property, and sue or be sued in its own name. A limited liability company may have as few as one member. Management may be by the members or by selected managers who may or may not be members themselves. As with limited partnerships, the relation among members and the management structure are typically set forth in a written limited liability company agreement. A limited liability company agreement may provide for various classes of members and managers and their respective rights, powers and duties and it may also set forth the manner of allocation of profits and losses of a limited liability company to its members. Principal attributes of a limited liability company include: (i) any member or manager may bind a limited liability company, (ii) except in certain limited situations, no member or manager is personally liable for the debts or obligations of a limited liability company, and (iii) perpetual existence. The foregoing may be changed by express provision in the limited liability company agreement.

SOME GENERAL BUSINESS CONCERNS
While there are always many areas of concern in selecting the proper form of entity, among the forefront are issues of management and control, personal liability, tax treatment, and regulatory compliance. It is the balancing of all such concerns that ultimately determines the best form of business entity for a given venture.

Management and Control
The owners' desire to have centralized or decentralized management will greatly influence the decision as to the appropriate business structure. In general terms, centralized management means that the owners of the enterprise relinquish control over management to one or a group of persons. Where decentralized management exists, the owners of the enterprise retain management authority.

As a general rule, corporations and limited partnerships provide for centralized management through the board of directors of the corporation or the general partner of the limited partnership. By contrast, general partnerships typically have decentralized management, with all partners participating in management. Limited liability companies and business trusts may, depending on the terms of their organizational documents, provide for either centralized or decentralized management.

Personal Liability
Depending on the business structure chosen, the owners of a business will have varying degrees of liability for the obligations of their business.

A corporation, limited partnership, limited liability company, or business trust generally provides limited liability. Thus, unless obligated through a separate agreement, such as a personal guarantee, a stockholder, limited partner, member, or beneficial owner has no personal liability for the debts and obligations of the entity.

By contrast, both a sole proprietor and a general partner of either a general or limited partnership has unlimited personal liability to third parties. A general partner may obtain some protection by causing the partnership to become a limited liability partnership (or a limited liability limited partnership in the case of a limited partnership). In such case, the general partner will be personally liable only for debts arising from the partner's own negligence, wrongful acts or misconduct, and that of persons under the general partner's direct supervision and control.

Tax Treatment
The tax treatment accorded to a form of entity almost always plays a critical role in deciding whether the form of entity is suited for a particular business venture.
Corporations are taxed as separate entities and pay their own corporate taxes, including income taxes. Profits distributed to stockholders by way of dividends are taxed a second time as income to the stockholder. Small business corporations often qualify for a special tax status, referred to as Subchapter S status. A Subchapter S corporation generally pays no income tax at the corporate level. Rather, all corporate income is attributed to and taxed to the stockholders, whether or not actually distributed to them.

By contrast, a sole proprietorship, because it is not a separate legal entity, is not taxed separately. All profits and losses are attributed to the owner and must be figured into the owner's overall tax situation.

General partnerships, registered limited liability partnerships and limited partnerships are known as pass through entities for tax purposes. Rather than being taxed at the entity level, profits and losses are passed through to the partners and allocated to them in proportion to their ownership interests. As a consequence, partnership income is taxed as a part of a partner's income at the tax rate applicable to the partner. In limited partnerships, the ability of a limited partner to deduct losses is usually restricted by special limitations on the deduction of losses.

A limited liability company may be taxed either as a corporation or a partnership, depending on its structure. Similarly, a business trust may be structured so that it is taxed either as a corporation, a partnership, or a trust.

Citizens of countries other than the United States are often concerned with the tax consequences of owning an entity such as a limited liability company. A Delaware LLC that (1) carries on no business in the U.S., (2) derives no income from any sources within the U.S. and (3) has not elected to be treated for tax purposes as a corporation does not need to file a U.S. tax return or a Delaware tax return.

Under the current IRS "check-the-box" rules, a Delaware LLC that does not affirmatively elect to be treated for tax purposes as a corporation will be treated for federal tax purposes as a partnership. It will be treated as a partnership for Delaware tax purposes as well.

Under current Treasury Regulations, a partnership that carries on no business in the U.S. and derives no income from any source within the U.S. does not need to file a tax return. Delaware law currently provides that a partnership need file a return only if it has income from sources within the State of Delaware.

If the LLC has only one member, then for federal tax purposes the LLC is disregarded, and the sole member is taxed as a sole proprietor. Current Treasury Regulations provide that a nonresident alien who is not engaged in a U.S. business and who does not derive any income from any source within the U.S. does not have to file a tax return. Similarly, Delaware law currently provides that a nonresident alien having no income from sources within the State of Delaware does not have to file a Delaware return.

Regulatory Compliance
By law, certain types of businesses, primarily banking and insurance, may be conducted only in corporate form subject to regulation by state or federal authorities. For many professionals, such as physicians or architects, the type of business entity may be restricted by statute or by professional rules of ethics.

No matter what form of business entity is chosen, some registration will be required, ranging from a fictitious name certificate for the sole proprietorship or general partnership to the appropriate filing with the Secretary of State to create a corporation, registered limited liability partnership, limited partnership, limited liability company, or business trust. All necessary business licenses must be obtained, as well as a federal tax identification number. Where multistate business will be conducted, the entity may have to qualify to do business in states other than the state in which the entity is organized. For a limited liability company or business trust, this may be a concern if it wishes to do business in a state that does not recognize the particular form of entity.

Most investments in a business involve the offer or sale of a security. Consequently, where more than one person invests in an enterprise, whether by way of a capital contribution or a loan, attention must be given to compliance with both federal and state laws and regulations governing the offer and sale of securities.

WHY CHOOSE DELAWARE?
Almost 60% of the Fortune 500 companies are incorporated in Delaware, and for good reasons. Delaware's business laws, courts, and governmental services make Delaware an ideal place to organize.

Delaware offers:
Advanced, flexible business laws
Courts highly sophisticated in business and commercial law
Cooperative, friendly governmental agencies

Delaware's business entity laws are among the most advanced and flexible statutes in America. They are designed to provide maximum flexibility in the structuring of business entities and the allocation of rights and duties among owners and managers.

The Delaware courts, and in particular the Delaware Chancery Court, are renowned for their expertise in corporate and other business law. That expertise, gained over two centuries of deciding important corporate and business matters, has resulted in a wealth of decisions that make Delaware law highly predictable, thereby facilitating planning and reducing the need for litigation. The Delaware courts frequently handle significant cases on an expedited basis when time is critical to the litigants. Delaware's recently enacted Summary Proceedings Act offers a unique procedure to resolve major commercial disputes on an expedited schedule with special rules to minimize the burden and expense of litigation.

Finally, the Delaware Secretary of State's Office, through its Division of Corporations administers filings for Corporations limited partnerships, registered limited liability partnerships, limited liability companies and business trusts. It also assesses and collects annual fees and taxes and registers all foreign business entities doing business in Delaware. Equipped with the most modern technology, the Division of Corporations can accept for filing original, facsimile or electronically transmitted documents. Storage of documents on optical disks permits both the Division of Corporations and authorized on-line users to retrieve documents and information easily and quickly. Two hour, same-day and 24-hour service is available from the Division of Corporations.

With modern, flexible business entity statutes, highly respected courts, well-developed case law, and a cooperative and efficient Division of Corporations, Delaware offers an unparalleled environment in which to organize business entities.

CONCLUSION
Embarking on a business venture involves many critical decisions. The form of entity in which to conduct the enterprise ranks among the most important. Careful thought at the outset should result in the selection of a form of organization that not only best suits the needs of the business and its owners, but by its inherent attributes contributes to the success and growth of the enterprise.

QUICK REFERENCE GUIDE

Type of entry

Filing required

Separate Entity From Owners?

Personal Liability

Centralized or Decentralized Management?

Taxed as Separate Entity?

Min # of Investors

Sole Proprietor

No

No

Yes

Centralized

No

1

Corporation

Yes

Yes

No

Centralized

Yes

1

S Corporation

Yes

Yes

No

Centralized

No

1

Close Corporation 1

Yes

Yes

No

Either

Yes

1

Professional Corporation 1

Yes

Yes

Yes

Centralized

Yes

1

Partnership

No

Yes

Yes

Either

No

2

Limited Liability Partnership

Yes

Yes

-- 2

Either

No

2

Limited Partnership

Yes

Yes

No 3

Centralized

No

2 4

Limited Liability Company

Yes

Yes

No

Either

-- 5

1

Business Trust

Yes

Yes

No

Centralized

-- 6

1 7

Joint Venture

No

No

Yes

Either

No

2

1 Close and Professional Corporation may elect S Corporation for federal tax purposes.
2 Partners remain liable for their own negligence or willful misconduct.
3 General partner remains liable for partnership obligations; limited partners not liable.
4 Advanced techniques do exist to structure limited partnership with only one investor.
5 Generally can elect to be taxed as a corporation or as a partnership.
6 Generally can elect to be taxed as a corporation or as a partnership.
7 A trustee is required in addition to the investor.

US “C” CORPORATION
INCORPORATION FEES (EUROS)

Registration and Processing Fees - USA/Delaware – Euros 950.00 (*)
1st year annual Government License Fee (USD 100) – Euros 80.00
Draft of By-Laws to meet your specific requirements, including business activities – Euros 175.00
Registered Offices as legally required – Euros 450.00/annual
Annual maintenance and management fees – Euros 890.00/annual (**)
Opening of a corporate bank account – General Disbursements – Euros 870.00 (optional)
2nd set of certified documents for bank account opening purposes – Euros 325.00
DHL delivery of documents – Euros 90.00

(*) All documents will be provided notarised and apostilled as per Hague Convention.
(**) 1st year fees will be payable together with incorporation fees.

ANNUAL FEES
The Annual Fees are concerned with the following services:
Annual Statutory Fee, which includes:
- Local incorporation agent, to provide you all services relating company matters (registered agent facilities);
- Filing statutory returns with official departments, required, to be the company active and alive;
- Liaison with the registered office and the registered agent in the jurisdiction of incorporation, attending to the payment of the Annual Government License Fees and other government fees;
Annual Compliance Fee, which includes:
- Attending to routine compliance matters (inclusive of periodic file reviews), reviewing official correspondence received and other routine matters incidental to good corporate governance;
- Processing and Return Filing with Internal revenue, State Department, and other official departments

FULL SERVICED VIRTUAL OFFICE IN USA
Recommended service - a service provided for those who incorporate offshore but simultaneously wish to offer the company a high degree of credibility internationally, and grant that all mail, phone calls and faxes addressed to your company by any entity, client, provider, … will be always received by you. At the address you ill notify us for that effect.

Dedicated and exclusive telephone line in US – Euros 750.00/annual
Set up fee - Euros 50.00
Provision to cover diverting calls directly to your own phone line outside USA – Euros 300.00
Dedicated and exclusive fax line in US – Euros 750.00/annual
Set up fee - Euros 50.00
Provision to cover fax re-forwarding on daily basis – Euros 200.00

NOMINEE SERVICES
AN OPTIONAL SERVICE FOR CONFIDENTIALITY AND PRIVACY

Nominee Shareholder and/or Director Service for Public Records for one year:

It is a perfectly legal device which preserves the privacy of an individual. It is designed to help a person who would rather not disclose their interest or association with a given corporate body.

The Nominee Officer(s) cannot and will not enter into any business contract or financial or moral commitment.

Our Firm will act as Nominee Shareholder and/or Director for your corporate entity on an annual basis.

This service is primarily designed to help people keep non-trading or dormant Companies fully compliant with the law and perhaps to protect the identities of the persons actually controlling the Company.

At the same time the appointed nominees are not actually entitled to manage the Company.

We provide the beneficial owner with a Power of Attorney empowering him to run the business, manage the Company’s activities and open and operate the Company’s bank accounts

Nominee Director will only sign Company accounts and annual returns prepared by the accountants of the Company.

NOMINEE SERVICES - FEES
Provision of Nominee Shareholder – Euros 450.00/annual
Provision of Nominee Director – Euros 850.00/annual
Provision of Nominee Secretary – Euros 450.00/annual
Certified and apostilled Power of Attorney (POA) – Euros 650.00

OTHER DOCUMENTS PROVIDED
Nominee Services Agreement
Declaration(s) of Trust
Resignation letter(s) signed and undated

WORLDWIDE CORPORATE BANK ACCOUNTS
International Recommended banks:

ABN AMRO, Hong Kong
Alliance Leicester Commercial Bank, UK
Anglo Irish Bank, Vienna, Austria
AP Anlage & Privatbank AG, Switzerland (Group Parex Bank)
Atlantic International Bank, Belize
Baltikums, Latvia
Bank of Bermuda Ltd (owned by HSBC), Bermuda
Barclays Bank, Isle of Man and Gibraltar
Credit Suisse, Zurich, Switzerland
Dexia Banque, Luxembourg
FBME Bank Ltd, Cyprus
First Caribbean International Bank, in Turks & Caicos
HSBC, Panama
IndyMac Bank, USA
Lloyds TSB Bank, Isle of Man and Jersey
Loyal Bank, St Vincent & The Grenadines
National Bank of New Zealand, Auckland
NBC Nuevo Banco Comercial, Uruguay, Montevideo
Parex Bank, Latvia
Provident Bank, Belize
Rietumu Bank, Latvia
SG Hambros Bank, Gibraltar
Standard Bank, Isle of Man, Jersey and Mauritius
Amongst others

If either of these banks or jurisdictions to set up your corporate bank account suits you, we shall be very pleased to assist you.

Our Services before you deal directly with the bank by yourself:

Independent advice to help you to choose the right bank
Support regarding due diligence requirements
Assistance with filling in the required forms
Provision of properly legalized corporate documentation where applicable
Recommending you to the bank based on your individual profile and due diligence documentation
Representing you before the bank in the course of account opening

Remarks:
(a) If extra legalization and/or corporate documents are required by the bank, additional fees apply;
(b) Bank own account opening fees and costs (if any) will be charged from the first deposit to your account;
(c) Bank fees and costs are not included into our bank introduction fees.
(d) Any of the banks above always have their final word, after due diligence processed, by accepting you or not as their customers, depending on their on evaluation; however, you are always free to open your company’s bank account by yourself, with some other bank of your selection.

Disclaimer:
(1) The above description is not an offer or soliciting to provide financial services of any kind inclusive but not limited to buying any security or investment product or receiving an investment advice from us. Bank fees and account opening terms inclusive due diligence requirements are subject to change from time to time without notice;
(2) After the account has been opened you deal directly with the bank by yourself, entirely at your own risk and at your sole discretion; we may not be responsible for any changes in the legal or financial status, requirements, fees and commissions of the aforesaid Banks.

INCLUSIONS
All documents will be provided certified by Public Notary and apostilled, as per Hague Convention, and as required by all banks in case you may wish to open a bank account;

TIME TO INCORPORATE
Considering all documents will be provided to you duly certified and apostilled, the usual delivery time will be between 6 to 7 working days – if delivery by DHL.

DELIVERY OF DOCUMENTS
We can either dispatch the documents to you by DHL or any other express courier, if a faster delivery service required.

HOW TO START INCORPORATION PROCESS
As to start the incorporation process, we only need an email from you, with your order, confirming the required optional services, if any. A Proforma invoice will then be delivered to you with our banking coordinates so that you may settle payment by swift wire bank transfer.

DOCUMENTS AND INFORMATION REQUIRED
1 - In case you do not contract our Nominee Services, we need you to provide us the names of the persons who will be appointed by you as Shareholders and Directors for your C Corporation. We shall need scanned copy of passports, and Utility Bills as proof of address.
2 - In case you will contract our Nominee Services, it will be required the same documents but just of your person, as the Beneficial Owner of the company, as its attorney, to enable us to issue the Power of Attorney in your behalf.
3 - Also 3 – 4 alternative names will be required to enable us to make the name search and approval for the company.

TIME REQUIRED GETTING YOUR COMPANY’S NAME APPROVED
Same day or next day latest

TIME TO INCORPORATE YOUR LLC IN DELAWARE
A new incorporated company will take approximately 3/4 days; Time to Notarise and Apostil all documents, approximately 4/5days; Delivery by DHL 2 days.

READILY AVAILABLE SHELF COMPANIES
Shelf Companies available upon request

In case you may have any further matter or question to clarify, please don’t hesitate to contact us, before taking your decision.

 

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