USA LLC
> Overview
> Key Corporate Features
> General Information
> LLC Information
> Compliance
Overview
The United States LLC is not a partnership or a corporation. It is a distinct business
entity that offers an alternative to partnerships and corporations by combining the
corporate advantages of limited liability with the partnership advantage of pass-through
taxation. US LLCs with non-resident members and which conduct no business in the US and
which have no US-source income are not subject to US federal income tax and are not
required to file a US income tax return. US LLCs are popular vehicles for conducting
international business.
Key Corporate Features
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General
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Type of Company:
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LLC
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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, Wyoming, Oregon, New Jersey, New York, Arkansas and Washington DC
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Migration of Domicile
Permitted:
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Generally yes but within
USA only
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Tax on Offshore Profits:
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Nil for non-resident
business, but see section on tax
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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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Yes
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Company Secretary Required:
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N/A
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Standard Authorised Share Capital:
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N/A
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Maximum Duration:
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As described in articles or indefinite
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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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N/A
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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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No
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Submit Accounts:
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No, but see section on tax
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Recurring Government Costs
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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
LLC's are extremely flexible,
and can be used for a very wide range of businesses. Like
partnerships, LLC's can be as simple or complex as the members
desire. Depending on state law, an LLC can have the same limited
liability for members as a corporation, or have some members with
limited liability and some without limited liability (like a limited
partnership), or even have no limited liability for any members (like
a general partnership). Unlike corporations, some States require that
their LLC's designate a date in the future at which the LLC will
automatically dissolve. Some States also require that if a member
dies, goes bankrupt or meets some other calamity the remaining
members of the company must either dissolve or vote to continue.
The procedure to form a LLC
consists of filing of Articles of Organisation or Certificate of
Formation with the Secretary of State in the preferred state of
formation. 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 for
recommended states.
Restrictions apply on any
name identical or similar to an existing company within the state of
formation. Additionally, the use of bank, trust, insurance or
reinsurance within the name of the LLC is generally prohibited in all
50 states. This is because limited liability companies in most states
are simply not allowed to engage in a banking or insurance business.
The name can be in any language. Some recommended states require an
English translation.
The suffixes to denote
limited liabilita are: Limited Liability Company and Limited Company
or their abbreviations LLC or LC. The time to incorporate is about 2
weeks, but you must allow an additional 5 - 7 business days for
delivery of documentation.

Compliance
US Federal Taxation US
Limited Liability companies structured for partnership tax treatment
with non-resident members and which conduct no business in the US and
which have no US-source income are not subject to US federal income
tax and are not required to file a US income tax return.
US limited liability
companies that conduct no business in the recommended states of
formation with non-resident members are generally not subject to
state income tax and are not required to file a state income tax
return.
Of the states recommended,
there is either a minimum or a flat annual report or licence fee.
** The report is filed every
two years. If an LLC is formed prior to June 16 in any given year,
it's first Two-Year Report is due June 16 that same year. It's next
Two-Year Report will not be due for another 2 years.
If an LLC is formed after
June 16 in a given year, its first Two-Year Report will be due June
16 the following year. Again, its next Two-Year Report will not be
due for another 2 years.
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 number of directors is
normally one. The minimum number of shareholders is one.

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