USA Limited Liability Company Incorporation Checklist
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.
| General | |
|---|---|
| Type of Company | LLC |
| Common or Civil Law | Common |
| Disclosure of Beneficial Owner | No |
| Recommended States | Delaware, Florida, Wyoming, Oregon, New Jersey, New York, Arkansas, Washington DC, and Oklahoma |
| Tax on Offshore Profits | Nil for non-resident business, but see section on tax |
| Corporate Requirements | |
| Minimum Number of Members | 1 |
| Minimum Number of Managers | 1 |
| Bearer Shares Allowed | N/A |
| Corporate Managers Permitted | Yes |
| Company Secretary Required | N/A |
| Standard Authorised 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 | |
| Minimum Annual Tax/Licence Fee | Varies |
| Annual Return Filing Fee | Varies |
Procedure
Filing of Articles of Organisation or Certificate of Formation with the Secretary of State in the preferred state of formation.
Language of Legislation
English. If any other language is used it must be accompanied by a translation in English.
Registered Office
Yes. Must be maintained in state of incorporation/formation at the office of a professional registered agent.
Shelf Companies available
Yes, for recommended states.
Time to Incorporate
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 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.
Suffixes to denote Corporation
Limited Liability Company and Limited Company or their abbreviations LLC or LC.
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.
State Taxation
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.
Annual Report/Licence Fees
Of the states recommended, there is either a minimum or a "flat" annual report or licence fee. See below:
| State of Formation | Fee | Due Date |
|---|---|---|
| Delaware | US$100 | June 1 |
| Florida | US$50 | May 1 |
| Wyoming | US$50 | Anniversary |
| Oregon | US$20 | Anniversary |
| Oklahoma | US$25 | July 1 |
| New Jersey | US$50 | Anniversary |
| New York | No fee | N/A |
| Washington DC | US$200 | ** |
| Arkansas | US$50 | June 1 |
** The report is filed every two years. If an LLC is incorporated 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 incorporated 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.
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
Normally one.
Shareholders/Members
Normally one.