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USA Delaware Company Incorporation

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The two company structures we offer in Delaware are the Corporation (Inc) or the Limited Liability Company (LLC).

More than a million corporations have been incorporated in Delaware and more than 50% of all U.S. publicly-traded companies. Businesses choose Delaware because it provides modern and flexible corporate laws, a respected Court of Chancery and a business friendly State Government.

Delaware Company Incorporation feesDelaware Annual Compliance fees
Company Formation: £400Registered Office: £480
Registered Office: £480Government Filing & State Licence fee: US$415
Government Filing & Licence fee: US$415Shareholder & Directors Register Maintenance: £180
Shareholder & Directors Register Maintenance: £180Compliance fee: £200

Delaware C Corporations Key points

  • Time – 2-4 days to incorporate your company
  • Directors – only one director of any nationality is necessary for your corporation
  • Shareholders – only one shareholder of any nationality is required
  • Share Capital – there are no minimum capital requirement
  • Tax – companies that conduct no business in Delaware are not subject to state income tax

Delaware LLC Key points

  • Reserving your Company Name
  • Structuring the company as per your requirements
  • Prepare your Company Registration Forms
  • Drafting the Articles of Association / Statutes
  • File the documents with the Delaware Division of Corporations
  • Appoint the members
  • Preparation of the minutes of first Board Meeting
  • State registration fee
  • Certificate of Incorporations
  • All documents and certificates supplied in a professional folder
  • Delivery of documents by FedEx / DHL courier

Our Corporate Administrative service includes:

  • Provision of the Registered Office and Registered Agent in Delaware
  • Compliance with local domicile requirements

LLC’s with non-resident shareholders 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.

Advantages of Incorporating in Delaware

  • There are no minimum capital requirement
  • Delaware courts reputation of reaching reasonable and fair conclusions when construing the corporation laws
  • For companies doing business outside of Delaware there is no corporation income tax
  • Delaware has no sales tax, personal property tax, or intangible property tax on corporations
  • A corporation may keep all of its books and records outside of Delaware
  • The principal place of business can be outside of the State of Delaware
  • Delaware’s corporation law are written to protect the rights of shareholders
  • It is not a requirement to be a US citizen or resident
  • When incorporating your Delaware company it is not a requirement to visit

Company Name

  • The Delaware Division of Corporations allows for the reservation of a company name for 60 days.
  • A LLC company name will need to end with LLC, L.L.C or Limited Liability Company.
  • A Corporation company name will need to end with Corporation, Company, Incorporated, Limited or the abbreviation: Co., Corp., Inc., or Ltd.

Company Directors

The Director requirements for a Corporation are:

  • Only one director of any nationality is required

Shareholders

The shareholder requirements for a Corporation:

  • Only one shareholder required with no are no restrictions placed on nationality or residence.

Registered Agent & Registered Office

We can provide registered office service for your Delaware Corporation. Delaware law requires that every business have a Registered Agent in the State of Delaware who may be either an individual resident or business that is authorised to do business in the State of Delaware.

Section 5.01 of the Act says that “..each corporation must continuously maintain .. (1) a Registered Office … and (2) a Registered Agent. “Failure to maintain a Registered Agent results in the loss of the Good Standing of the corporation with the state.

The purpose of these provisions is to ensure that each company has an office where whom service can be effected for any notice or process in connection with litigation. The Secretary of State and other government agencies send any other official communications such as annual reports and tax notices to this address.

Corporation Filings

As registered agent for your Delaware Corporation we will alert you by email of upcoming filing requirements required.

Documents and Information

To incorporate your Delaware corporation we require the following:

  • The Directors full name, date of birth, address and nationality
  • The Shareholders full name and address
  • Your chosen company name
  • Nature of business

Federal Tax Identification Number – EIN

An Employer Identification Number, also known as a Federal Tax Identification Number, is used to identify a US Corporation.
The EIN is a nine digit number assigned to Corporations for tax filing and reporting purposes.

An EIN will be required for a business to open a bank account.

All employers must have an EIN

To obtain an EIN company must provide a statement to the IRS that contains:

The location of the company’s US operations
The name(s) and address(es) of the company’s US representatives.

The IRS states, the purpose of any company in obtaining an EIN is that the company plans to or is conducting business in the US and will be filing a US tax return.

Delaware Annual Compliance

In line with the Anti-Money Laundering regulations, we complete compliance checks and update the records held at the Registered Office, to ensure your Delaware company meets its regulatory obligations and remains in Good Standing.

We conduct annual reviews to ensure that the due diligence documentation held on your company file are up to date.

The fee covers the additional time spent monitoring Know Your Client for the Company Directors, Shareholders and other connected entities, in addition to general matters concerning corporate governance and regulatory updates.

Our annual compliance is based on a Delaware company with standard Share Capital, two Directors and two Shareholders. If your company has a higher Share Capital or additional Directors or Shareholders, there will be additional compliance charges.

Shareholder & Directors Maintenance

Under Delaware Corporate Law, we need to ensure your company registers, including the directors register and shareholder register are maintained. An updated copy of the Directors register is held at the registered office of your company.

If there are changes to the Company Directors of your company, we will need to get updated due diligence records and file an updated directors register with the Secretary of State