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United States of America

The world's predominant nation in economic and military terms. Tradition of democracy and social inclusion although certain economic groups, primarily African Americans and Hispanics, have significantly lower standards of living and educational attainment. On a GNP per capita basis it is one of the world's 10 most wealthy nations. Unemployment is below 5%. Population: 265,000,000.

ICSG are able to incorporate companies in the following “states”:

Delaware
Oregon
Wyoming
Nevada
Arkansas
Montana
Idaho
Oklahoma
Louisiana
New York
Washington DC LLC
Indiana
Colorado
Iowa
Vermont
Florida
New Jersey
Texas
Michigan
Washington State
Kentucky
North Carolina
Missouri
Connecticut
Wisconsin
Maryland
Minnesota
Nebraska
Alabama
Kansas
Rhode Island
Ohio
South Carolina
North Dakota
Georgia


Limited Liability Companies - General Characteristics
Type of entityLLC
Type of lawCommon
Government fees (excluding taxation)$50 – 225 p/a
Corporate taxationGenerally No if owned by non-residents
Share Capital or Equivalent
Standard currencyNot applicable
Minimum paid upNot applicable
Members
Minimum number1
Publicly accessible recordsNo
Location of meetingsAnywhere
Managers
Minimum number1
Local requiredNo
Publicly accessible recordsOn formation
Location of meetingsAnywhere
Accounts
Requirement to prepareYes
Audit requirementsNo
Requirement to file accountsNo
Other
Requirement to file annual returnYes
Change in domicile permittedWithin USA only
Name restrictionsThe following words and associated activities cannot be used: Bank, Trust, University, College or School.


ITERNAL INVESTMENT IN THE USA:

Domestic LLC's can prove to be very effective corporate vehicles, particularly for non-American nationals. The reason for this is that they allow for non-US citizens/green cardholders to benefit from 'fiscal transparency'. In simple terms, this means that the profits of a domestic LLC can pass through the company and be distributed directly to the foreign owners preventing the possibility of double taxation. The corporate equivalent, known as sub-chapter S Corporations, do the same but can only be used by US citizens/green cardholders.


NON-RESIDENT LLC'S:

These need not be taxed on their world-wide income - such is the position for all other American corporate entities - provided both the certificate of formation and LLC agreement has been expertly drafted. In fact, provided the company conducts no direct or indirect business in the USA and neither the managers, nominees and/or beneficial owner(s) are US citizens or green card holders there should be no US fax consequences provided there is genuine external management and control.

In the US there are basically two types of LLC, domestic and non-resident. However, in addition there are also closed stock (i.e. private) and open stock (i.e. public) corporations, which are directly analogous to British/Irish private limited and public companies.


LLC Benefits

The above mentioned States, especially Delaware, are considered to be actively pro-business and are relatively free of bureaucracy.

The certificates of formation, articles of organization (if applicable) and the LLC agreements/operating agreements are remarkably flexible.

All legal documents supplied from the appropriate division of corporations will be apostilled pursuant to the Hague Convention of 1961.

Highly respectable and credible jurisdictions.
New LLC's can be registered in as little as 2-3 working days.

Well educated population.

Highly developed corporate and general law, particularly in the State of Delaware.

Excellent communications.

Prestige of having a US registered entity.

Availability of efficient and cost-effective serviced office address facilities.

Low annual franchise faxes.

Fiscal transparency for both domestic and non-resident LLC's.

Ability of non-resident LLC's to be externally managed in low tax, tax-tree or tax exempted jurisdictions.


Double Taxation Treaty Network

The United States of America has undoubtedly the world's most comprehensive and well negotiated double taxation treaty network with treaties having been concluded with over 60 different countries. However, please note that such treaties can only be exploited by domestically managed and controlled companies subject to appropriate State and Federal taxes.


Company

The basic incorporation package includes all items necessary to establish a basic fiscally beneficial resident or non-resident company:

Incorporation of the company with the payment of all appropriate government duties and franchise taxes.

A Certificate of Formation appropriately drafted for either domestic or non-resident purposes.
An apostilled certificate of formation pursuant to the Hague Convention of 1961.

A LLC Agreement/Operating Agreement again appropriately drafted for either domestic or non-resident purposes.

A certificate of non-trading.

A corporate seal.


Optional Services

Directors

Most onshore countries have provisions within their tax legislation whereby any company, no matter where it is incorporated, which is managed or controlled from within their jurisdiction will be tax resident there and taxable on its worldwide income at local rates.

For example, any offshore company which had UK based directors would be tax resident in the UK and subject to UK tax on its worldwide income. Failure by the directors to declare the liability of the offshore company to UK tax would be an offence with potentially very serious consequences.

Most other onshore countries have similar provisions within their tax legislation so it will rarely be advisable for onshore resident clients to act as the directors of an offshore company.

To establish an offshore tax residency for the company we can provide professional third party directors and in most cases it is essential to take this service if tax savings are to be made. Our fees for the provision of directors and/or nominee shareholders would be from £675/US$1,000 per annum.

Bank Accounts

We can open bank accounts for the company in most places in the world and our fees for attending to the account opening procedures would be from US$500 plus the costs of preparing any additional notarised documentation which a particular bank may require.

Remailing, Fax, Telephone and Office Facilities

As part of the domiciliary services package we provide a registered office address in the jurisdiction of the incorporation of your company in order to meet the local statutory requirement. However, (unless the company is completely dormant) banks, accountants and other service providers may need to write to the company and therefore must be provided with a correspondence address.

Where ICSG is providing directors for the company the correspondence must be addressed to those directors so that they can deal with that correspondence in the appropriate manner. In such cases the provision of office facilities is a compulsory additional service.

Where we are not providing directors the client may choose to have mail directed to his own address but this is rarely advisable as the connection between the client and the company will be revealed and it is sometimes not convenient for a client to receive mail issuing out of a recognised offshore financial centre.

For these reasons we offer to provide remailing and other office services out of the jurisdiction of incorporation or out of one of our other offices located in Hong Kong, London or elsewhere. When we receive mail we will re-package it into a plain envelope and can arrange for it to be posted, according to your instructions, directly from the place of receipt or via one of our onshore offices to ensure that correspondence is not received at your home address bearing an offshore postmark and the name of your company.

In this way confidentiality which would be lost if mail was received directly can be maintained. Faxes, e-mails and telephone calls can be dealt with according to agreement to further ensure confidentiality. Our fee for the provision of this service is £275/US$400 per annum plus handling charges (£2/US$3 per item plus disbursements).

Dedicated Telephone Lines

For those companies which are particularly active or wish to have a higher profile we can arrange the immediate allocation of a dedicated telephone line answered with the name of your company. Additional costs apply to this service and details are available upon request.

Trust Services

Using a trust to own the shares of an offshore company can result in very substantial tax and non-tax related advantages which will accrue both on death and during the lifetime of the trust settlor. These advantages may be summarised as follows:-

  • SAVING ON INHERITANCE TAX: On death, the inheritance tax which would normally be assessed on the value of the shares would generally be eradicated.
  • ASSET PROTECTION: Assets placed into trust are generally beyond the reach of creditors who might arise as a result of financial difficulties, divorce proceedings, litigation etc.
  • AVOIDANCE OF PROBATE: A trust provides a means whereby assets can be smoothly passed on to the next generation without the disruption, delays, substantial costs, loss of confidentiality associated with the probate procedure which necessarily follows when assets are bequeathed by will.
  • CONTINUITY: Trusts provide a means whereby assets can continue to be administered in accordance with the wishes of the settlor after his death so the weak can be protected from others and the spendthrift can be protected from himself.
  • LIFETIME TAX SAVINGS: During lifetime, substantial income and capital gains tax advantages may result from setting up the trust.

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any error or omission.