Incorporate Your Business Online! Incorporation and LLC Formation in all States
. This website aim to help you understand some of the many things you need to think about when you are starting and running a business. You can now form your American limited company online using our company registration agent, Coddan CPM - an online corporations and limited liability companies' formation agent in the State of Delaware, New York, California, Nevada and Florida. Our company is designed to provide information and guidance in starting and developing foreign business within the United States of America. Allow us to help you establish your company and get it running, to select the best business for incorporation, or to register your company with the Secretary of State. Company formations usually completed in 4-6 hours* (in Delaware, Florida and New York) using online company incorporation services. We supply expert advice in navigating USA legal and business systems helping you set up in Delaware, Oregon, Arkansas, Colorado and Washington. If you have an idea for a business, we can also assist you in start-up your new business directly in the USA from the ground up. In the USA, you must register your business, which we can do for you. Let us know how we can help.
Choose one of the following packages (or choose the appropriate link on the left-side of the page) that will best serve you:
Further information
Delaware Incorporation Service & Incorporating and Forming an LLC Online! We specialize in the forming Delaware LLC, maintaining and utilization of Delaware corporations and Delaware Limited Liability Companies for people and businesses worldwide. We register corporations and LLC's in 50 states for U.S. & international clients, provide registered agent and resident address services. Whether you want a full office with nominee service or just resident agent service we are here to help you through every step that your business may take. At Coddan we assist clients with the first step of incorporate company Delaware, we can assist you establishing your Delaware corporation with minimal effort and time. If you are involved in any activities dealing with customers or the public or in any service related industry, it may be in your best interest to incorporate.
In today's litigious society, you should do everything possible to protect your home, your personal finances, and your family from being subjected to having to satisfy a legal judgment. Incorporate online. Save money & time when forming or incorporating business entity. An online resource for incorporating Delaware corporations, LLCs and limited partnerships in Delaware. Registered agent services also provided, Apostille and Nominee services. Delaware Small Business, Starting Small Business, Delaware Startup, Business Start-up Information. Small Business Start-up Ideas. We provide our clients with full expert assistance throughout every step of the Nevada formation process, however our service does not stop there. We will give you any assistance or advice related to Florida company formation matters from the moment you choose to incorporate with us and for as long after New York incorporation as you may require.
Online incorporation and LLC services for businesses wanting to incorporate in the state of Florida. An addition to our service is the continuous online support for all our clients via the Internet and Email. Clients may even register for their companies with us online, a quicker and more accurate procedure for launching your company. Incorporate in Nevada: Why Nevada corporations are popular for business. California LLC establishment service: register your business in California, setting-up a business. For most cases you only need to pay the incorporator LLC or individual, pay the rent for a registered agent and the yearly franchise tax. Being a tax heaven, your Delaware company will pay income tax only for operations made within the state, making it ideal for offshore. Speaking of this, many international individuals and companies decide to
start business in Delaware both for the tax benefits and for developing a serious and prestigious brand as an American company.
Same day company incorporation in New York, online NY corporation and NY LLC filing service. What Are Washington Incorporated Companies? They are ruled by the Law of Incorporated Companies and are divided into two categories: open and closed. The closed Arkansas incorporated companies are those that do not present any of the characteristics previously described. If it is not specifically set by the law, this type of society can be run in the same way that an open incorporated company. These relate to Oregon companies, Georgia Incorporated Societies, Louisiana, Charitable Trusts, Unit Trusts, Friendly Societies, Credit Unions, Building Societies and Industrial and Provident Societies. The registrar issues a certificate of registration for each business name registered.
Companies with limited liability provide a framework for investment in business. This is a question you need to ask during the start-up Texas, and evolution of your company. Learn what you need to know about incorporating your small business. They help foster confidence in businesses by governing the relationships between investors (shareholders), directors and creditors and by giving stakeholders a clearer picture of who and what they are dealing with. Office services, phone, fax and mail forwarding from Delaware, Flexible Serviced & Virtual Offices, Part-Time & Permanent Space. A Companies Register that records basic details about every company helps build this confidence. All forms needed for manually registering a LLC, and for post-registration maintenance (such as address changes) are available online. There are a variety of reasons for getting limited liability via registering as a company.
It limits the liability of company directors, which usually equates to those on the management committee (who will also be the charity trustees if it is a charity). They are still liable for negligent conduct - lawyers will find some other exceptions but that is the main one. Employing staff, taking up a lease or owning property are common prompts to get limited liability. The free essential resource for starting up your own business. Apostille. Example of an apostille (Delaware, USA). What is an apostille? An apostille is a special seal applied by an authority to certify Apostilled.
Forming Delaware Corporations has been a growing trend in recent years. When you incorporate in Nevada, your business can enjoy a level of privacy not available in other states. In addition, Delaware also offers a high level of liability protection, asset protection, and numerous tax benefits.
Providers of incorporation, corporate accountancy and related services to help business form corporations, create an LLC, or register an S Corporations. Why Incorporate in Nevada? Nevada's corporate statutes started with those of Delaware and then went even further, establishing a corporate structure that allows investors and owners of Delaware corporations to remain completely private - an advantage that is unique throughout the world. Nominee, Mail Forwarding, nominee LLC members, Nominee Directors and Apostilled Power of Attorney.
Limited liability companies (LLC) are easier to create than corporations and forming one may be the best thing you can do for your business. For a variety of reasons -including the fact that an LLC protects the owners from the debts of and any judgments against the business - it's the preferred form of business organization.
Until recently, the corporate form of business organization provided the only protection to entrepreneurs from the dangers of unlimited personal liability exposure. With the advent of the LLC form, business owners can now enjoy protection from any present and future liabilities or judgments against the business without having to incorporate. Furthermore, as the LLC form developed and became more widely accepted by individual states, the considerable tax benefits of the LLC form became even stronger. How much will it cost to form and operate an LLC? Forming an LLC, the life of an LLC begins upon the filing of the articles of organization.
To incorporate in Delaware this package price includes (most popular for USA residents): Search name availability for Corporation in Delaware Includes one-time filing fee for Delaware and our one-time service fee Preparation and Filing of the Certificate of Incorporation Formation within 24 hours of Receipt of Order with Payment A Recorded Copy of the Certificate of Incorporation within 5-7 Business Days of Filing The following documents will be posted to you (Note: these documents are sent to you through TNT Express Mail Service): Original Certificate of Incorporation The following documents will be e-mailed, which you need to print and sign: A 20 page Corporation Bylaws ready for signature (MS Word) Minutes of Consent Documentation of Organizational Meeting (MS Word) Federal Tax ID Number and Subcharter S Election Forms (PDF)
Classic Package
£ 174.00
Renewal fees from £180
To register in Delaware, this package price includes (most popular for USA and EU residents): Search name availability for Corporation in Delaware Includes one-time filing fee for Delaware and our one-time service fee Preparation and Filing of the Certificate of Incorporation Formation within 24 hours of Receipt of Order with Payment A Recorded Copy of the Certificate within 5-7 Business Days of Filing Delaware Resident Agent for 12 months Registered Address in the State of Delaware for 12 months The following documents will be posted to you (Note: these documents are sent to you through TNT Express Mail Service): Original Certificate of Incorporation The following documents will be e-mailed, which you need to print and sign: A 20 page Corporation Bylaws ready for signature (MS Word) Minutes of Consent Documentation of Organizational Meeting (MS Word) Federal Tax ID Number and Subcharter S Election Forms (PDF)
Deluxe Package
£ 314.00
Renewal fees from £320
To starting business in Delaware, this package price includes (most popular for overseas residents): Search name availability for Corporation in Delaware Includes one-time filing fee for Delaware and our one-time service fee Preparation and Filing of the Certificate of Incorporation Guaranteed Formation within 24 hours of Receipt of Order with Payment A Recorded Copy of the Certificate within 5-7 Business Days of Filing Delaware Resident Agent for 12 months Registered Address in the State of Delaware for 12 months Nominee Director for 12 months The following documents will be delivered via TNT, and some documents require signatures: Certified Copy of the Certificate of Incorporation A pre-signed, undated letter of resignation from the nominee director General Power of Attorney signed by Member An indemnity Letter for General Power of Attorney A nominee service agreement which provides for the indemnification of the nominees 20 page Corporation Bylaws signed by Member Minutes or Consents Documentation of Organizational Meeting Federal Tax ID Number and Subcharter S Election Forms (PDF)
Incorporate in Delaware: Legal Requirements
Delaware Company subscriber may be resident outside the U.S.A. Delaware corporation may be organized by one person. The organizer need not be a natural person, nor a director. A corporation may have a sole owner and the types of entities which may own a corporation is not restricted. You must appoint a minimum of 1 director. Director can be private individuals only. Directors are not required to be listed in the Articles of Incorporation. A director can be of any nationality. There is no maximum number of directors. The same person may have several officer titles (e.g. President and Secretary, Vice-President and Treasurer, etc.). Officers are not required to be listed in the Articles of Incorporation. A director need not be a shareholder. Most states require that a corporation have a Registered Agent who maintains a registered office within the state of formation. The Corporation head office may be located anywhere in the world. Minimum number of shareholders - one. Shareholders residency requirements - no requirements. Minimum authorized share capital- no requirements. Minimum issued - one share. Annual Franchise Tax Report & Payment must be received by Secretary of State by March 1st.
(click here for other packages)
COMPANY FORMATION IN THE UNITED STATES OF AMERICA
The Untied States of America is the world's third largest country, both by area and by population, and is hugely influential culturally and economically. As a civil law jurisdiction, many of the entity types available in the United States of America differ considerably from those of common law jurisdictions such as the United Kingdom.
The three main types of entity available in the United States are corporations, limited liability companies, and limited partnerships. These entity types are attractive to both residents of the United States of America wishing to conduct business locally and nationally, and to international investors seeking to develop a business presence in the United States of America, or to use the jurisdiction as part of an international offshore strategy.
For residents conducting business locally, it is generally advisable to form a entity in their own state, for national or international businesses or investors, unless there is a compelling reason to do otherwise, the states of Delaware and Nevada should be strongly considered as these states offer certain advantages.
Why form an entity in the United States of America
For anyone doing business in the United States of America, the formation of a legal business entity provides many advantages which far out-way the costs involved. Although each entity type has advantages of its own and its suitability is contingent upon specific business activities and objectives, the formation of a corporation, a limited liability company, or a limited partnership all provide protection of the owners' personal property by limiting the personal liability of the owners, members, or shareholders. Those individuals who operate a business outside of a legally defined business structure, without limited liability, expose all of their own personal property to law suits against the business, and to creditors of the business if the business does not remain solvent.
The other main advantages of operating a business as a limited liability entity include: significant tax advantages and deductible employee benefits, the anonymity available to beneficial owners, members, and shareholders, better access to capital funding, the enduring nature of a corporate structure, simple and efficient transfer of ownership, and all of the advantages associated with the credibility and prestige associated with a corporate face for business activities.
For non-residents of the United States of America, this jurisdiction, although not commonly considered an offshore jurisdiction, can be used as such, and can provide a vital link in an international business structure. The fact that the United States, rather than being seen as a tax haven or jurisdiction of disrepute, is highly regarded as a business centre means that business entities formed there are free of any suspicion of disreputable objectives. If properly structured and located, entities designed for use in an offshore tax minimalisation strategy can be free of corporate tax within the jurisdiction.
For international companies wishing to grow, the United States of America offers a market of some 300 million consumers, a wealth of established business infrastructure and raw materials, a range of double tax treaties, and relatively low taxation.
Types of entity available in the United States of America
Our Service
Our company is specialized in business formation in Delaware, Nevada, New York, etc. Form a Corporation, Non-Profit or LLC Delaware or Nevada. We may help you to incorporate in Washington, Florida, California, Arkansas or Oregon. Coddan offers online USA company incorporation services, including Delaware corporations and assists businesses incorporating in Nevada. Coddan provides rush filing options, name reservation and all incorporation filings needed to form your corporation or an LLC.
If you would like to incorporate your business online or have questions about the benefits of online incorporation for your business, this site offers many additional resources for researching online incorporation. It is possible to retain nominee officers and directors for your Corporation or nominee members and nominee managers for LLC, who are then listed on the public records. Coddan offers corporate members and directors or nominees to ensure full service to clients. It is not necessary for the officers and directors to be USA residents, nor is it necessary for the officers to be directors of the company. Don't know which type of business entity to incorporate? Call one of our specialists for a FREE CONSULTATION today! Call 0-207-060-0382 or you can chat with one of our reps live online.
Our Service Include
Choosing the appropriate structure for your business is extremely important. Each option has its own advantages, and its suitability depends on your personal or business objectives. Registration of legal entities in the United States of America is conducted at the state level; although each state has its own regulations governing statutory requirements and formation procedures, in effect, these regulations vary very little between states.
There are three main entities types available in the United States of America:
Coddan offers package options for the formation of the most popular and suitable entity types in most of the states within the United States of America. Information regarding a particular state and the formation options available for that state can be found by clicking on the state name in the list to the left.
The plethora of international and state laws makes choosing a business strategy an extremely complex decision. If you are unsure of the best course of action for your business, Coddan can advise you on the best location and type of entity, and can tailor a solution to your needs. If you wish to retain Coddan in a professional capacity, you can apply for an initial consultation appointment by following the link below.
A limited liability company is a legal entity form offered in the United States, and some offshore jurisdictions, which limits the liability of its owners and members. This form of business entity is roughly equivalent to a hybrid between a United Kingdom limited company and a partnership, though it operates under civil law and differs in many respects.
A limited liability company does not issue stocks to raise funds. Instead, its members are its investors and are issued interest certificates which reflect the amount of their investment in the company. The members run and own the company, the amount of income that they will earn, and the extent of their powers are contingent upon the percentage of their ownership.
A limited liability company is similar to the other main type of business entity in the United States of America, the corporation, in that they both enjoy limited liability, but is often a more attractive option, especially for smaller businesses with a small number of owners as it is a more flexible form of ownership.
Unlike a corporation, a limited liability company with one member is treated as a sole proprietorship; a limited liability company with multiple members is typically treated as a partnership for tax purposes, thereby avoiding double taxation. A limited liability company is, in fact, the most tax advantageous type of company for non-residents of the United States.
The main advantages of a limited liability company are as follows:
there is no possibility of the loss of power to a board of directors
the record keeping requirements and administrative burden is less than for other types of entity available
the members enjoy limited liability
profits are not taxed directly, rather they can be distributed to members who are then taxed at the personal income rate
it is possible to elect the way that the limited liability company will be taxed: as a sole proprietor, a partnership, an S-corporation, or as a corporation; this provides flexibility for tax planning
membership interest can be assigned, and the economic benefits of those interests can be separated and assigned
There are, however, certain disadvantages to a limited liability company:
it may be more difficult to raise capital from investors who prefer to invest in corporations
this form, its governance and structure, are generally less well-know and understood
the principals of a limited liability may use a variety of professional titles, which can make it difficult to determine who has legitimate authority to enter contracts on the behalf of the company
Partnerships
In addition to the general partnership which is not discussed here as it does not offer personal asset protection, there are two types of limited partnership available in the United States: limited partnerships, and limited liability partnerships.
Limited Partnerships
A limited partnership operates in much the same way as a general partnership. The main difference is that, in addition to general partners, a limited partnership has limited partners.
A limited partnership formed overcomes two perennial problems associated with traditional partnerships whose liability is not limited: mutual agency of a partnership leading to joint and severable liability between the partners, and, unlimited liability of individual partners exposing their own wealth and personal assets to the same risks borne by the partnership's assets. A limited partnership in Arkansas is a separate legal entity able to conduct business and, as with a corporation with limited liability, shield the extent of any personal liability limited partners may have to third parties or inter se.
In order to register a limited partnership, there must generally be, at minimum, two different individual or corporate partners, and there must be at least one general partner and one limited partner. A person may simultaneously act as both a general, and a limited, partner. The partnership must be registered with the Secretary of State; when registering, the partnership must provide the names of the general partners.
Each of the partners is separately assessed for tax on their partnership income and gains; the partnership, as such, is not subject to any corporate income tax.
Limited liability partnerships
Delaware Corporation with Resident Agent and Registered Address from only £174.00! All our Delaware corporations are general trading companies which include search name availability for your Delaware Corporation. Preparation and filing of Certificate of Incorporation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Incorporation. Delaware Resident Agent for 12 months. Registered Address in the State of Delaware for 12 months. Delivery Certified Copy of the Certificate of Incorporation is delivered as hard copy by post. The following documents will be delivered via E-Mail: a professionally-prepared 20 page Delaware Corporation By-laws ready-for-signature (Word. format). Minutes or Consents Documentation of Organizational Meeting. It will take just 5 minutes to complete the online incorporation form and you might get the company set up within 24-48 hours.
THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE:
1. Nominee Director service for 12 months - £140.00 2. Nominee Shareholder service for 12 months - £94.00 3. Non-Standard Certificate of Incorporation (4-5 pages) - £60.00 4. Employer Identification Number (EIN) - £40.00 5. Domain Name Registration (.com or .us) for two years - £30.00 6. 888, 877, or 866 toll-free telephone numbers - £50.00 7. Apostilled Certificate of Good Standing - £125.00 8. Apostilled Certificate of Incorporation - £110.00 9. Corporate Kit (seal is included) - £38.00
The only difference between a limited partnership, as described above, and a limited liability partnership is that for the former, a limited partner is not permitted to become involved in the management of the partnership; if they do so, they will be legally deemed to be fully liable. This is not the case in a limited liability partnership.
Corporations
A corporation is a more complex form of business entity. The corporation is a legal entity and exists apart from its owners or shareholders. As a separate entity, the corporation has its own rights, privileges, and liabilities as distinct from the shareholders, officers and board of directors. A corporation can buy and sell property, enter into contracts, and sue and be sued. Elected officers and its board of directors manage the corporation.
The ownership of a corporation is delimited by shares, both individuals and other legal entities can hold shares in a corporation. A shareholder's share of the profit and the extent of ownership and power within the corporation correlates to the percentage of the total amount of shares that a shareholder holds. Shareholders are sometimes referred to as members, though this denotation with respect to a corporation should not be confused with the role of members in other legal business structures, for example, a limited liability company or a non-stock corporation.
Shareholders of a corporation generally have voting rights through which they are able to control the direction of the corporation to a greater or lesser degree depending upon the amount of shares that they hold. When no shareholders exist, a corporation may operate as a non-stock corporation. Instead of having stockholders, the corporation has members who have the right to vote on its operations. If a non-stock corporation is not operated for profit, it is called a non-profit corporation. In either category, the corporation comprises of a collection of individuals with a distinct legal status and with special privileges not provided to ordinary unincorporated businesses, to voluntary associations, or to groups of individuals.
A corporation is typically governed by a board of directors on behalf of the members or shareholders. The directors are elected by the corporate members of a corporation and have a fiduciary duty to act in the best interests of the corporation. Corporate officers, such as the CEO, president, treasurer, and other titled officers, are usually chosen by the board of directors to manage the affairs of the corporation.
In certain cases, a corporation may be party controlled by creditors, such as banks. In return for lending money to the corporation, creditors can demand a controlling interest analogous to that of a shareholder, including one or more seats on the board of directors. Creditors are not said to own the corporation as shareholders do, but can outweigh the shareholders in practice, especially if the corporation is experiencing financial difficulties and cannot survive without credit.
Members of a corporation are said to have a residual interest: should the corporation end its existence, the members are the last to receive a share of its assets; creditors and others with interests in the corporation are the first to receive compensation from the corporation. This can make investment in a corporation risky for an individual shareholder; however, shareholders only risk the sum invested in the shares that are held, and do not have any further personal liability to the debts of the corporation. In the event of the dissolution of a non-profit corporation, members do enjoy residual benefits.
Unless they qualify to be taxed under sub-chapter S of the internal revenue code, taxes are paid by a corporation on its profits; the profits are distributed to its owners via dividends on the shares that they hold, and are also subject to both state and federal taxation.
The main advantages of a corporation are as follows:
except where shareholders are professionals who are always responsible for their own negligence, the liability of corporate shareholders is limited to the amount of their investment.
a corporation has advantages in raising capital because of greater access to investors.
ownership is transferable and inheritable
Corporations are, however:
difficult and expensive to establish, maintain, and dismantle
subject to stricter legal rules than for other business structures
limited with respect to their powers by their Articles of Incorporation and By-laws, and a vote of the shareholders may be required for various decisions
required, as a separate legal entity, to maintain its own set of accounting records and file its own income tax returns
Federal and state taxation
Taxation in the United States of America is a complicated subject. There are three main authorities who levy taxes in the United States, these are the state government, the federal government, and local government (townships, districts, counties, et cetera). The nature of local government taxation is highly dependant upon each jurisdiction and cannot, therefore, be discussed here in any detail.
The rates and ranges of state taxation vary significantly from state to state, and are an important consideration when deciding on a location for the formation of a business entity. As the total tax liability of a company in the United States is the combination of state and federal tax, there are two obvious ways to decrease the overall tax liability of a company: by reducing the state tax liability, or by reducing the federal tax liability.
Certain states, notably Nevada, Washington, and Wyoming, levy no state corporate or individual income tax. Businesses incorporated in these states can, therefore, decrease their overall tax liability by being subject to only federal income tax. Other States, notably Alabama, Iowa, Louisiana, Missouri, and North Dakota, allow some or all of the federal tax liability to be deducted from state taxes.
What is important, is to be aware that even if a state does not levy certain taxes this does not mean that an entity will be completely tax free, a company will still be liable for federal taxes.
As it is possible to reduce state tax liability, it is also possible to reduce federal tax liability. The main way for an entity to do this is to apply to the federal internal revenue service to be taxed under sub-chapter S of the internal revenue code.
Sub-chapter S of the internal revenue code
Corporations can apply to the Internal Revenue Service to be taxed under sub-chapter S of the internal revenue code. So called S corporations, unlike normal corporations, generally pay no corporate income tax on their profits. The shareholders are instead levied income taxes against their distributive shares. This tax is levied against shareholders whether or not dividends have been paid.
This option is only available to corporations who have no non-resident shareholders, and is, therefore, generally not available to corporations design for offshore purposes in the United States of America. Other entity types can also apply to be taxed under sub-chapter S of the Internal revenue code.
Requirements which must be met in order to be eligible to be considered a S corporation include:
the types of entity eligible entity are domestic corporations, partnerships, and single-member or multiple member limited liability companies
the entity must not have more than one hundred members
shareholders must be United State citizens or residents, and must be natural persons: entities with corporate members are excluded
the entity must have only one class of stock
the profits and losses of the entity must be allocated to shareholders proportionately to each one's interest in the business
The Advantages of particular states
With the exceptions of Delaware and Nevada, all of the states of the United States of America offer a very similar package with respect to taxation and regulation. For residents of the United States of America, unless there is a compelling reason to do otherwise, it is generally advisable to form a corporation or limited liability company in their home state. This method is generally less complicated if you plan to operate a business only in your home state, and the formation costs are generally less for a local incorporation.
For businesses conducting business in multiple states it is necessary to register in each state. This is generally not a difficult process, though it does entail the submission of annual reports and the payment of annual fees and franchise taxes in each state that a business is registered.
For foreign investors who do not plan to trade locally, preference is usually shown to Delaware and Nevada, as these states offer particular advantages. Other popular state jurisdictions are Arizona, California, Florida, and New York.
The states of Nevada, Washington, and Wyoming do not levy any state corporate income taxes. Alabama, Louisiana, and North Dakota allow federal tax to be deducted from state corporate income tax, while Iowa and Missouri allow fifty per cent of federal tax to be deducted from state corporate income tax.
The advantages of Delaware and Nevada
Depending upon your particular business activities and requirements, it may be advantageous to form a company in either Delaware or Nevada, regardless of whether or not you intend to trade within the state, as these jurisdictions offer certain advantages which are not found in any other state.
The specific advantages of Nevada are:
there is no corporate income tax levied in Nevada
there are no taxes levied on corporate shares
there is no franchise tax levied in Nevada
there is no personal income tax levied in Nevada
Nevada is not a party to any information sharing agreement with the internal revenue service
annual fees are nominal
reporting and disclosure requirements are minimal
bearer shares are permitted
a Nevada corporation may purchase, hold, sell, or transfer it own shares
single member corporations are permitted in Nevada
The specific advantages of Delaware are:
Delaware offers unique legal protection through its Court of Chancery which uses judges who specialise in corporate law resulting in more consistent rulings than would otherwise be obtained with jury courts. Many cases are settled out of court in Delaware by referring to precedence, which eliminates litigation costs.
single member corporations are permitted in Delaware
annual fees are low
the general corporation law of Delaware is the most advanced and flexible of the United States of America
the state government of Delaware is accessible and business friendly
A comparison between the entity types available in the United States of America and those available in the United Kingdom
For those who are familiar with common law jurisdictions such as the United Kingdom, forming an entity in a civil law jurisdiction such the United States of America can often be confusing. Of the three main types of business entity available in the United States of America, only limited partnerships have an obvious correlation under United Kingdom corporate law. Corporations and limited liability companies differ from their United Kingdom equivalents in many ways.
Limited liability companies are much like a hybrid between the United Kingdom's limited company and a partnership. Unlike a United Kingdom limited company, a United States limited liability company cannot issue stocks to raise funds; instead, its members are its investors and are issued interest certificates which reflect the amount of their investment in the company. The liability of the members of a limited liability company is limited to the amount of their investment, this is similar to the way that the liability of shareholders of a limited United Kingdom company is limited to the value of the shares that they hold.
American corporations are more obviously like United Kingdom limited companies, both have limited liability and can take different forms depending on the objectives of a business. A closed corporation is equivalent to a private limited company, where shares are not offered to the public. A public corporation is equivalent to a United Kingdom public limited company, where shares are offered to the public. Charitable and non-profit activities conducted under a private company limited by guarantee in the United Kingdom, find their equivalent in the mutual benefit corporation in the United States of America.
There are also differences in terminology with respect to constitutional documents. The United Kingdom, like most common law jurisdictions, divides the corporate constitution into two separate documents. These relate to their equivalents in American jurisdictions as follows:
the Memorandum of Association, known as the Articles of Incorporation of a corporation, or the Articles of Organisation of a limited liability company, regulates the company's activities with the outside world, such as the company's objects and powers and specifies the authorised share capital of the company
the Articles of Association, known as the By-laws of a corporation, or the Membership Operating Agreement of a limited liability company in the United States of America, regulates the company's internal affairs and management, such as procedures for board meetings, and dividend entitlements
Related and post-formation services
Companies require ongoing maintenance and must meet certain local reporting and statutory requirements, these vary from state to state and can be relatively more or less rigorous depending on the jurisdiction that you choice. There are additional difficulties for those who do not have a relationship or agent in the state in which they wish to form an entity, or are uninitiated to the practicalities of civil law jurisdictions.
In addition to providing online formations, Coddan offers a host of services designed to support your business and to help you meet the statutory requirements. This comprehensive range of services includes:
A nominee director service
A nominee secretary service
A nominee shareholder service
A nominee member service
Commercial and investment banking introductions
A registered office address service
A registered agent service
Management services
Registration of shipping vessels
Administrative services
Accounting and bookkeeping services
Notary and Apostille services
You can order most of these services at the same time as you order your company formation. If you require any other services or assistance, contact us via email info@ukincorp.co.uk
Ready made American companies
Coddan holds a stock of ready-made companies in the United States of America. Ready-made companies are useful in a variety of situations; where, for example, you do not have time to wait for the formation of a company in the United States of America, or where you need an aged company in order to bid on contracts or to create the impression of business longevity. You can purchase a ready-made company and have its ownership transferred to you within hours.
Click here to see our list of ready-made companies, or here to learn more about ready-made companies in general.
Additional information
What follows is additional information pertaining to business in the United States of America, which is organised under the following headings:
Double tax treaties What follows is a list of countries which have double tax treaties with the United States of America:
Australia, Lithuania, Austria, Luxembourg, Barbados, Mexico, Belgium, Morocco, Canada, Netherlands, China, New Zealand, Cyprus, Norway, Czech Republic, Pakistan, Denmark, Philippines, Egypt, Poland, Estonia, Portugal, Finland, Romania, France, Russia, Germany, Slovak Republic, Greece, Slovenia, Hungary, South Africa, Iceland, Spain, India, Sweden, Indonesia, Switzerland, Ireland, Thailand, Israel, Trinidad, Italy, Tunisia, Jamaica, Turkey, Japan, Ukraine, Kazakhstan, USSR, Korea, United Kingdom, Latvia, Venezuela.
Tax information exchange agreements Many offshore jurisdictions either do not desire, or are not eligible to enter into a double tax treaty with the United States of America. In such cases, the United States has been following a policy of entering more limited agreements, known as tax information exchange agreements. Such agreements typically provide for the exchange of information about the beneficial ownership of companies or trusts based upon a formal request being received by the competent authority in the signatory nations.
Generally speaking, a request for tax information must be made on a case by case basis, and the object of the request must be under investigation in the requesting jurisdiction. The requesting jurisdiction must also have first exhausted all means available within its own jurisdiction before making a request. Strict confidentiality provisions are contained within the tax information exchange agreements to ensure that information is not passed on to third parties.
The United States has signed ten tax information exchange agreements with prominent offshore jurisdictions in the last few years; they are: Bermuda, the Bahamas, the Cayman Islands, Jersey, Guernsey, the Isle of Man, Aruba, Antigua, and the British Virgin Islands.
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Dear customers, ladies and gentlemen, while having a chat session with our visitors, we are frequently requested to give an advice on tax planning or business structuring, and we would like to inform you that it is against our principles to provide an online free advice pertaining to these issues.
The points and tips that can be covered during a chat session include: our packages, services description and charges, legal requirements to start-up a business (in the UK or offshore), bank account arrangements, trademark registration, post incorporation services, notaries, consulate or apostille legalisation and other authentication services, documentation preparation and filing, mail forwarding ofverseas, telephone, fax and virtual office facilities, bookkeeping and accounting services, offshore incorporation service, ways to place an order, methods of payment etc.
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