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Formation. A minimum of one member is required. The member may be a juridical or natural person. His position and function is similar to that of a shareholder in a corporation. Because of the tax implications, in practice, the member of a LLC is usually a foreign corporation. The members adopt an Organizational Written Consent and an Operational Agreement in which documents they include specific stipulations. OLYMPUS SERVICES offers ready-made companies in Delaware and provides the service to act as the nominee shareholder.

 

Registered Agent. Each LLC must maintain a Registered Agent in Delaware with a local address.

 

Board of Directors. The business and affairs of the company are managed by a Board of Directors that consists of one or more persons who may be individuals or companies. There are no nationality limitations.

 

Disclosure. The State of Delaware does maintain a Registry of Companies. However, it is not necessary to register information concerning the Managers or the Members of the LLC. All the records concerning the LLC are kept in the company book which is maintained either by the owner or by the attorney’s office. The only information kept in public record is the information concerning the Registered Agent of the LLC.

 

 

Taxation. The Delaware Limited Liability Companies, commonly known as Delaware LLC, when they have only one member enjoy a special fiscal treatment in the United States, different to the one applicable to corporations. Those LLCs are treated as non-corporate entities, which do not pay taxes at a corporate level as it occurs with normal corporations. If the only member of a LLC of Delaware is a “non US/Citizen/Resident, there are no tax implications in said country at the federal level nor at the state level, as long as all the business generated by the LLC is conducted outside the United States and the LLC does not own assets in that country.

 

If the LLC has more than one member, the tax implications of each particular case must be analyzed.

 

In the case where the LLCs do not have to pay taxes in the United States of America (see “Fiscal Treatment” Section), there will be no need to present an income tax return nor any accounting or financial information to the authorities.

 

Annual Tax. All limited liability companies registered in the State of Delaware, domestic and foreign, must pay an annual duty of US$200.00.

 

Powers of Attorney. An IBC may grant general or special Powers-of-Attorney to any person, to act on its behalf and to execute contracts, agreements, deeds and other instruments. These powers are not recorded in the Public Registry.

 

Continuation (“Domestication”). A company of any kind (including partnerships), a business association or business trust which is established in a jurisdiction other from the United States may continue its existence as a Delaware LLC if so decided by its appropriate body and as long as it is permitted by the laws of its respective jurisdiction.

 

Likewise, a Delaware LLC may transfer itself to another jurisdiction. In this case, the company may decide whether it shall also continue to exist as a Delaware LLC or not.