USA Corporations
> Key Corporate Features
> General Information
> Company Information
> Compliance
Key Corporate Features
General
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General
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Type of Company:
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C-Corporation
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Political Stability:
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Excellent
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Common or Civil law:
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Common
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Disclosure of Beneficial
Ownership to Government Authorities:
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No
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Recommended States:
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Delaware, Florida, California, Wyoming, Oregon, New Jersey and Nevada
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Migration of Domicile Permitted:
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Generally no
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Tax on Offshore Profits:
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Yes
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Language of name:
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Latin and other alphabet
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Corporate Requirements
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Min. No. of Shareholders / Members:
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One
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Min. No. of Directors / Managers:
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One
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Corporate Directors / Managers Permitted:
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No
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Company Secretary Required:
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No
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Standard Authorised Share Capital:
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US$ 3,000 with US$ 1 par value
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Duration:
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Perpetual
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Local Requirements
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Registered Office / Agent:
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Yes
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Company Secretary:
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No
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Local Directors:
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No
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Local Meetings:
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No
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Government Register of Directors / Managers:
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No
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Government Register of Shareholders / Members:
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No
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Annual Requirements
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Annual Return:
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Yes
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Submit Accounts:
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Yes
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Recurring Government Costs
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Minimum Annual Tax/Licence Fee:
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Varies
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Annual Return Filing Fee:
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Varies
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General Information
Britain's
American colonies broke with the mother country in 1776 and were
recognized as the new nation of the United States of America
following the Treaty of Paris in 1783. During the 19th and 20th
centuries, 37 new states were added to the original 13 as the nation
expanded across the North American continent and acquired a number of
overseas possessions. The two most traumatic experiences in the
nation's history were the Civil War (1861-65) and the Great
Depression of the 1930s. Buoyed by victories in World Wars I and II
and the end of the Cold War in 1991, the US remains the world's most
powerful nation state. The economy is marked by steady growth, low
unemployment and inflation, and rapid advances in technology.
Population: 301,139,947 (July 2007 est.)
The
US has the largest and most technologically powerful economy in the
world, with a per capita GDP of $43,500. In this market-oriented
economy, private individuals and business firms make most of the
decisions, and the federal and state governments buy needed goods and
services predominantly in the private marketplace. US business firms
enjoy greater flexibility than their counterparts in Western Europe
and Japan in decisions to expand capital plant, to lay off surplus
workers, and to develop new products. At the same time, they face
higher barriers to enter their rivals' home markets than foreign
firms face entering US markets.
US
firms are at or near the forefront in technological advances,
especially in computers and in medical, aerospace, and military
equipment; their advantage has narrowed since the end of World War
II. The onrush of technology largely explains the gradual development
of a "two-tier labor market" in which those at the bottom
lack the education and the professional/technical skills of those at
the top and, more and more, fail to get comparable pay raises, health
insurance coverage, and other benefits. Since 1975, practically all
the gains in household income have gone to the top 20% of households.
The
response to the terrorist attacks of 11 September 2001 showed the
remarkable resilience of the economy. The war in March-April 2003
between a US-led coalition and Iraq, and the subsequent occupation of
Iraq, required major shifts in national resources to the military.
The rise in GDP in 2004-06 was undergirded by substantial gains in
labor productivity. Hurricane Katrina caused extensive damage in the
Gulf Coast region in August 2005, but had a small impact on overall
GDP growth for the year. Soaring oil prices in 2005 and 2006
threatened inflation and unemployment, yet the economy continued to
grow through year-end 2006. Imported oil accounts for about
two-thirds of US consumption.
Long-term
problems include inadequate investment in economic infrastructure,
rapidly rising medical and pension costs of an aging population,
sizable trade and budget deficits, and stagnation of family income in
the lower economic groups. The merchandise trade deficit reached a
record $750 billion in 2006.

Company Information
C-Corporation
is the most commonly used type of corporations suitable for
businesses of any size. C-Corporations can have any number of
shareholders. Shareholder's assets protected from the creditors of
the corporation since the liability of the shareholders is limited to
the amount contributed by them to the capital of the Corporation.
The
only disadvantage of C-Corporations is double taxation as profits are
taxed first as income to the corporation, then as income to the
shareholder when distributed as dividends.
The procedure to form a
company: filing of Articles of Incorporation or Certificate of
Incorporation with the Secretary of State in the preferred state of
incorporation.
The language of legalisation
and corporate documents is English. If any other language is used it
must be accompanied by a translation in English.
A registered office is
required and must be maintained in state of incorporation/formation
at the office of a professional registered agent. Shelf companies are
available. The time to incorporate is about 2 weeks, but you should
allow an additional 5 - 7 business days for delivery of
documentation.
Restrictions apply on any
name identical or similar to an existing company within the state of
incorporation. Additionally, the use of bank or trust within the name
of the corporation is prohibited in all 50 states without first
obtaining consent from the banking authorities in the state of
incorporation.
The name can be in any
language. Some recommended states require an English translation. The
suffixes to denote limited liability are: Incorporated, Corporation,
Limited, Company or their abbreviations Inc., Corp., or Ltd. Some of
the recommended states allow other suffixes such as Fund,
Association, Foundation, Syndicate, Club, Society and Institute.

Compliance
US Corporations are required
to file a US Federal Income Tax Return (IRS Form 1120 or 1120A) and
pay tax at a progressive rate depending upon the amount of net
income. This requirement holds true regardless if the owners
(shareholders) are US citizens, non-resident aliens or a combination
thereof. Even if the corporation conducts no business in the US and
there is no US-source income, it must still comply with the federal
tax reporting requirements and payment of tax on worldwide income.
Additionally US Corporations may be subject to State Tax.
Of the states recommended
there is either a minimum or "flat" annual franchise tax or an
annual report-filing fee:
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State of Formation
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Franchise Tax
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Report Fee
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Due Date
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Delaware
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US$ 30 (minimum)
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US$ 20
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Mar 1
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Florida
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N/A
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US$ 150
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May 1
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California
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US$ 800
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N/A
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Jan 2
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Wyoming
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N/A
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US$ 50
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Anniversary
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Oregon
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US$ 10 (minimum)
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US$ 20
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Anniversary
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New Jersey
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9% of net income
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N/A
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Anniversary
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Nevada
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N/A
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US$ 85
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Anniversary
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There is generally no
requirement to file financial statements with the state of formation
unless the corporation owns assets within that state or has conducted
business within that state.
The minimum number of
directors is one, who must be a natural person. Directors may be of
any nationality and need not be a citizen of the United States.
The minimum number of
shareholders is one. A shareholder of a US Corporation may be another
corporation (even an international or "offshore" corporation).

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