DELAWARE AND OREGON LIMITED LIABILITY COMPANIES (LLC's)

One of the best low profile options for tax free trading. Delaware along with Belize, the Seychelles and the British Virgin Islands Delaware is among our top 4 locations. Delaware was the first state to ratify the United States constitution. It did so on December 7, 1787. In total area Delaware ranks 49th of the 50 states and is therefore the second smallest state. The land area is 1,982 square miles. It is 96 miles long and varies from 9 to 35 miles in width. Interestingly although it is the second smallest state by area when it comes to the number of companies and LLC’s on its registry it is well ahead of its nearest rival and has occupied the number one spot for many years.

For the last 17 years we have recommended the Delaware LLC because without doubt it is one of the best choices for setting up a tax free structure. Most people are surprised when we tell them that the USA offers one of the most efficient tax saving entities in the world. Of course this does not apply if you are an American. Delaware is the leading US state for company formations and in common with most leading incorporation centres is keen to tap into foreign money! The greatest benefit of an American LLC is that it sounds much better when you say to your clients "our parent company is American and the head office is based in Wilmington" than to say "we are a subsidiary of a Panamanian company based in Churriana". The difference in many people's eyes is that the words American owned suggest money where Panamanian suggests something to hide or at the very least it sounds a bit unusual. Not good if you aim to maximise credibility.

In part the respectability of Delaware derives from the fact the state has been allowing for tax-efficient structures since 1965, which whilst obviously not "offshore" are of interest to non residents. Of all US states which allow for non-resident incorporation, Delaware is undoubtedly the most attractive. It’s simple legislation, lack of bureaucracy and low fees allow for maximum benefit with minimum fuss. Delaware's highly developed judiciary system also ensures a fair and liberal interpretation of its legislation should legal disputes arise.

Important Points to consider

• Low incorporation and administration costs
• Choice of corporate vehicles
• Fast incorporation
• Onshore presence
• No filing of accounts
• Conversion between Corporations & LLCs possible

Although in most ways Delaware LLC's and LLC’s from other states are often quite similar the vital difference is that the register of members in Delaware is not open to the public which guarantees rock solid privacy. It is this factor together with efficiency and speed of formation that makes Delaware the leading US state for the formation of LLC’s because it offers all the benefits with none of the drawbacks of the alternative locations. We appreciate that in some cases (maybe for contractual or business reasons) another state might be better for your needs. Because we deal with all 50 states feel free to give us a call or send an email and we can advise you on your specific needs and the various considerations which apply to the particular state.

Delaware like most states will let you incorporate regardless of where you reside. All you need is a registered agent in the state to ensure the company remains in good standing. A registered agent acts on the LLC’s behalf in the state where it is registered; the agent fulfils the primary duties of providing a registered office address, receiving service of legal papers, and being a local contact point for the Secretary of State or other government agencies. For example, if the LLC were sued, notice would be served upon the registered agent, who would then contact us and we in turn would contact you. The registered agent also receives any tax notices, such as franchise tax which we invoice each year.

It is important to keep us informed of your current contact address, email address and telephone number. Should the registered agent receive important mail, annual documents or a registered delivery on your behalf we would need to be able to let you know, alternatively if you travel regularly or are away for long periods one of the nominees (assuming you decide to use them) could act as a contact point on your behalf.

Finally, it is vital to ensure that we receive the annual fees on time to avoid penalties. In the case of Delaware LLC's the annual payment will be invoiced by us in late April or early May. We in turn must ensure payment arrives in Delaware by May 31st to avoid a $100 fine which is levied on any companies which are filed late. To avoid the penalty we recommend making payment by mid May.

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LLC Company Name Requirements

As a rule the words "college," "university," "academy," "institute," and the like as well as "bank," "banque," "trust," and "insurance" in a corporate name require approval from the appropriate state regulatory agency. The words "finance" and "investment" are not subject to additional approvals.

Any national, regardless of place of residence, can own an American LLC. To be tax efficient for non-American's it must not have any American members or operate inside the US. It may have one or more members.

In Delaware owners' names are not disclosed to the state. The company is not required to report any assets. The company can be operated and managed worldwide and the company needs to maintain at least one member/manager.

Although not disclosed to the state the members names and addresses will be recorded by ourselves to ensure we know from whom we are authorised to accept instructions. Should you wish to run your company with 100% confidentially we can provide nominees or front men who live outside the USA at £300.00 / $600.00 / €429 per annum for 2.

Keep in mind that when you buy your company from ORCA Offshore your annual fee for nominee services includes the occasional use of their phone/fax numbers and up to 5 hours work per annum - the only charge is the cost of any phone calls or stamps. Always be cautious regarding nominees because many offshore company service providers use nominees who charge up to £80 / $160 / €115 per hour on top of their annual fee which is often £200 / $400 / €285 each. The cost of using them can therefore be astronomical; we often hear stories of annual fees for disbursements totalling $1500 for only 10 hours work! The reason we can provide these services much cheaper than other companies is that we have a network of over 150 nominees and front men throughout the world who earn an income - in their country of residence - arranging other services for our clients, examples include setting up phone lines, SIM Cards, internet services, bank introductions, and finding local lawyers and accountants to assist clients if needed - around half of our individual nominees are lawyers, business consultants or accountants themselves, the other half are active or retired businessman with a variety of skills that might be needed. Because they carry out a wide range of functions assisting both ourselves and each other they can afford to offer their nominee services at a keen price. The additional benefit of this arrangement is that if you need further services they are in the right place to set up any other local facilities you might need. An example is one of our nominees in the Caribbean who can arrange trust formation at just £250 / $500 / EUR315 or another in Jersey who can arrange a local non geographic number with free international forwarding for $50 / $100 / EUR62.50

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Formation and Annual Fees

Note: Wyoming and Oregon LLC's are also available including same day formation £375.00 / $750.00 / €545.00 although they do not have the privacy advantages of Delaware

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The above fees include the following services until June 1st.Registered Agent

The Annual Fees in Delaware payable on June 1st each year include state tax, registered office and registered agent. The current charge is $580 per annum; it is very unlikely charges will alter significantly in the near future because all past increases have been very minimal.

Our Delaware Star Rating

Corporate registration efficiency
Cost
Confidentiality
Local banking facilities
Legal system
Political stability
Reputation

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