USA C Corporation - Incorporation Checklist
| General | |
|---|---|
| Type of Company | C Corporation |
| Disclosure of Beneficial Owner | No |
| Recommended States | Delaware, Nevada, Florida, California, Wyoming, Oregon and New Jersey |
| Tax on Offshore Profits | Yes |
| Corporate Requirements | |
| Minimum Number of Shareholders / Members | 1 |
| Minimum Number of Directors / Managers | 1 |
| Bearer Shares Allowed | Generally No, Nevada Yes |
| Corporate Directors / Managers Permitted | No |
| Company Secretary Required | No |
| Standard Authorised Capital | US$3,000 with US$1 par value |
| 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 |
PROCEDURE TO FORM
Filing of Articles of Incorporation or Certificate of Incorporation with the Secretary of State in the preferred state of incorporation.
LANGUAGE OF LEGALISATION AND CORPORATE DOCUMENTS
English. If any other language is used it must be accompanied by a translation in English.
REGISTERED OFFICE REQUIRED
Yes. Must be maintained in state of incorporation/formation at the office of a professional registered agent.
SHELF COMPANIES AVAILABLE
No
TIME TO INCORPORATE/FORM
Generally 2 days, but must allow an additional 5 - 7 days for delivery of documentation.
NAME RESTRICTIONS
Anything 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.
SUFFIXES TO DENOTE CORPORATION
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.
RECURRING GOVERNMENT COSTS
Limited partnerships and limited liability companies pay an annual tax on or before 1st June each year pursuant to title 6 of the Delaware Code. If this remains unpaid after the due date a penalty and interest is added to the fee. Late payment will also mean the company will also ceases to be in good standing.
COMPLIANCE - TAX
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.
ANNUAL REPORT/LICENCE FEES
Of the states recommended, there is either a minimum or “flat” annual franchise tax or an annual report-filing fee. See table below:
| State of Formation | Franchise Tax | Report Fee | Due Date |
|---|---|---|---|
| Delaware | US$30 | US$20 | March 1 |
| Florida | N/A | US$150 | May 1 |
| California | US$800 | N/A | January 2 |
| Wyoming | N/A | US$50 | Anniversary |
| Oregon | N/A | US$20 | Anniversary |
| New Jersey | N/A | US$40 | Anniversary |
| Nevada | N/A | US$85 | Anniversary |
FINANCIAL STATEMENTS
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.
DIRECTORS/MANAGERS
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.
SHAREHOLDERS/MEMBERS
The minimum number of shareholders is one. A shareholder of a US Corporation may be another corporation (even an international or “offshore” corporation).