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Hortizon B.V. your personal office
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 Hortizon B.V.
 Carmelitessenstraat 2
 6041 CA Roermond

 Tel.:  0031 (0) 475 331 320
 Fax.: 0031 (0) 475 331 594

 www.personaloffice-bv.com
 
 

USA Corporations

> Key Corporate Features
> General Information
> Company Information
> Compliance

Key Corporate Features

General

General

Type of Company:

C-Corporation
Political Stability: Excellent
Common or Civil law: Common
Disclosure of Beneficial Ownership to
Government Authorities:
No
Recommended States: Delaware, Florida, California, Wyoming, Oregon, New Jersey and Nevada
Migration of Domicile Permitted: Generally no
Tax on Offshore Profits: Yes
Language of name: Latin and other alphabet

Corporate Requirements

Min. No. of Shareholders / Members:

One
Min. No. of Directors / Managers: One
Corporate Directors / Managers Permitted: No
Company Secretary Required: No
Standard Authorised Share Capital: US$ 3,000 with
US$ 1 par value
Duration:

Perpetual

Local Requirements

Registered Office / Agent:

Yes
Company Secretary: No
Local Directors: No
Local Meetings: No
Government Register of Directors /
Managers:
No
Government Register of Shareholders /
Members:
No

Annual Requirements

Annual Return:

Yes
Submit Accounts: Yes

Recurring Government Costs

Minimum Annual Tax/Licence Fee:

Varies
Annual Return Filing Fee: 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.

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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.

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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:

State of Formation Franchise Tax Report Fee Due Date
Delaware US$ 30 (minimum) US$ 20 Mar 1
Florida N/A US$ 150 May 1
California US$ 800 N/A Jan 2

Wyoming N/A US$ 50 Anniversary
Oregon US$ 10 (minimum) US$ 20 Anniversary
New Jersey 9% of net income N/A Anniversary
Nevada N/A US$ 85 Anniversary



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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