To form a Delaware LLC as a non-US resident, you do not need to live in or visit
the state of Delaware. Anyone from anywhere in the world, except for residents
of restricted countries (Iran, Nother Korea, Russia, Cuba, and Syria), can form
a Delaware LLC and conduct lawful business activities. In this blog, we will
learn the process to register Delaware LLC for Non-US Resident.
What is LLC Incorporation?
An LLC or Limited Liability Company, is a type of business structure in the
United States that offers limited liability protection and pass-through
taxation. LLCs are hybrid entities that combine the features of a corporation
with those of sole proprietorship a partnership.
Benefits of LLC in Delaware
Forming LLC in Delaware offers several benefits, including:
- Liability Protection:
By setting up a Delaware LLC, you can create a strong
shield between your personal assets and any business debts. It your business
can't pay its bills or gets sued, this shield helps to keep your personal assets
safe.
- Privacy Protection:
Delaware corporations are not required to disclose the names
of their directors or officers in their formation documents, which can benefit
businesses that value increased privacy.
- Structural Flexibility:
Delaware allows you to arrange your business as you see
fit. This means you can be the owner and manager of your LLC. Running an LLC
involves less requirements & paperwork as compared to a corporation.
- Tax Benefits:
If your LLC operates outside of Delaware, you won't have to file a
Delaware tax return. Plus, choosing to have your LLC taxed as an S-corporation
could potentially save you thousands in taxes.
Process to Register a Delaware LLC for Non-US Resident
To register a Delaware LLC as a non-resident, you can follow the same procedure
as a US citizen. You do not need to be a Delaware resident or a US citizen to
form a Delaware LLC or incorporation. However, you will need to enlist the
services of a Delaware Registered Agent, as all Delaware companies are required
to retain a Registered Agent. The process for establishing a business in
Delaware is nearly the same as that of US citizen, and you will need to choose a
suitable name for your LLC.
- Choose a Name for LLC
When starting an LLC, choosing a name is a crucial step in the process. Your
company's name should be unique, memorable, and convey the essence of your
products or services. It should also be distinguishable from other businesses'
names in the state and meet the state's business entity naming requirements for
LLCs. Here are some tips for choosing a suitable name for your LLC:
- Make it distinctive
- Make it memorable
- Make it meaningful
- Make it legal
- Consider using a trade name
- Get creative
- Certificate of Organization or Incorporation must be filed
When forming a business entity, the name of the formation document will depend
on the type of entity being formed. Here are the key points:
- For corporations, the formation document is called a certificate of
Incorporation. This document is filed with the appropriate state agency, such as
Delaware Division of Corporations.
- For limited liability companies (LLC), the formation document is called a
certificate of organization. Similar to the certificate of incorporation, this
document is filed with the relevant state agency, such as the Delaware Division
of Corporations.
- Filing of these documents can typically be done either by mail or online through
the state agency's website.
- The certificate marks the beginning of the existence of the corporation or LLC.
After filing, there may be additional steps, such as holding an organization
meeting to adapt by- laws and elect directors.
- Get an EIN (Employer Identification Number)
To file and pay taxes in the United States, a Delaware company needs to obtain
an Employer Identification Number (EIN). The EIN is a unique identifier for your
business with the IRS, similar to how a Social Security Number identifies a
person. Here are some key points to keep in mind when applying for an EIN:
- An EIN must be applied for separately from the Delaware filings and directly with the IRS.
- You can apply for an EIN online, by mail, via fax, or with a phone call.
- To apply for an EIN, you will need to file Form SS-4 with the IRS after the state confirms that your articles of organization for Delaware LLCs have been processed.
- The form is one page long and includes detailed instructions.
- Applying for an EIN is free, and the IRS does not charge any service fees for the online application.
Documents Required for LLC Incorporation in Delaware
To incorporate an LLC in Delaware, there are certain documents and requirements
that you need to fulfill.
Here is a list of the key documents and information needed:
- Legal Name of Partners
- Percentage of partnership for each partner
- Original or Certified copy of Passport
The key steps involved in company registration in the USA, which typically
includes selecting a business structure, obtaining necessary licenses and
permits, registering with the appropriate state authorities, and complying with
federal and state regulations, are as follows: choosing a business name, filing
the necessary documents with the Secretary of State, obtaining an employer
identification number (EIN), and registering for taxes.
Summary:
When it comes to expanding their operations, many non-residents may find that
incorporating an LLC in Delaware is an advantageous option. There are several
reasons why entrepreneurs choose to expand their businesses in Delaware because
of the corporate friendly environment, low cost, investor preference, and
efficient business formation.
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