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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 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

General

Type of Company:

LLC
Political Stability : Excellent
Common or Civil law: Common
Disclosure of Beneficial Ownership to
Government Authorities:
No
Recommended States : Delaware, Wyoming, Oregon, New Jersey, New York, Arkansas and Washington DC
Migration of Domicile Permitted: Generally yes but within USA only
Tax on Offshore Profits: Nil for non-resident business, but see section
on tax

Corporate Requirements

Min. No. of Shareholders / Members:

One
Min. No. of Directors / Managers: One
Corporate Directors / Managers Permitted: Yes
Company Secretary Required: N/A
Standard Authorised Share Capital: N/A
Maximum Duration: As described in articles or indefinite

Local Requirements

Registered Office / Agent:

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

Annual Requirements

Annual Return:

No
Submit Accounts: No, but see section on tax

Recurring Government Costs

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

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.

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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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