What is a Limited Liability Company? What are the pros and cons of a Limited Liability Company? LLC FAQs
. The LLC has no employees. Do I need a separate Federal Tax ID number for the LLC? No, you will not need a separate Federal Tax ID number for the LLC if you are the sole owner of the LLC and the LLC has no employees. If you are the sole owner of the LLC and the LLC has employees, you will need to get a separate Federal Tax ID number, if you choose to have the LLC report and pay employment taxes with respect to employees of the LLC. If you are not the sole owner of the LLC, you will need a separate Federal Tax ID number for the LLC. Is an employer ID number the same as a tax ID number? Yes, an employer identification number, or EIN, is also known as a taxpayer identification number, or TIN.
A sole proprietorship that has no employees and files no excise or pension tax returns and a LLC with a single owner (where the owner will file employment tax returns) are the only businesses that do not need an employer identification number. In these instances, the sole proprietor uses his or her social security number as the taxpayer identification number. We supply expert advice in navigating USA legal and business systems helping you set up in Washington, Nevada, Delaware, Florida and New York. 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 United States, 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
Once you have provided some basic information about the USA company intended registered office, setting non-resident company, registering company Delaware and incorporation company United States. Shareholders and directors, we will take care of producing and completing the relevant minutes, statutory registers and forms. We will also ensure that all the necessary documents are filed correctly with the Registrar of Companies. We also offer a full secure online ordering service so you can get your USA company incorporation underway immediately. Additionally, we offer a free interactive facility to allow you to check the availability of your proposed company name. This way you will know whether your desired company name is available before we begin the company registration process Great Britain.
If you are researching non-USA resident company incorporation on the internet there are various related terms you may wish to try such as limited company creation for USA-non residents, American company establishment non-resident, United States business formation agents, forming non-US resident companies online, non-American resident limited liability company registration, setting new business Florida.
If you are seeking Delaware company start-up services for non-American residents you may wish to enquire whether your proposed enterprise formation agent or Edinburgh corporation filing system will be transferring an existing Glasgow registered company (i.e. a Delaware or Nevada shelf company) to you or forming a brand new company for you. If you are forming Florida company, you should ask the non-USA resident business establishment service if you will be receiving all of the required company registers etc, open non-resident company. Setting business, set-up your small business company, buy incorporated company, bank account, VAT registered, nominee secretary and nominee director services, Colorado, California and New York NYS.
We are a specialist New York incorporation company. We are located in Delaware and specialize in offshore registration Delaware.
We provide company setting DE services and the subsequent support required for the smooth operation and legal maintenance of non-resident company Arkansas - such as provision of the registered address and agent, provision of resident secretary, preparation and filing of the necessary returns and a range of further services in Oregon. You will find a wide scope of information about Delaware non-resident companies, Texas tax system and offshore services in this site, explained in simple-to-understand terms. Should you have any further questions about us, Florida incorporation, Delaware tax system, New York companies registry. It is again possible to have a California registered company, which is not taxable in the United States of America, if the company can demonstrate residency in a country with which the USA has a double tax treaty. The existence of a double tax treaty is essential because the problem of dual residence can only be solved by reference to the provisions of a treaty.
In practice, any Delaware and Nevada company which has its place of effective management in a country such as Florida, and which is not centrally managed and controlled in the USA, will be non-resident for America tax purposes. Such a company will only be liable to pay tax if it receives source income, although even this income may be protected from USA tax by virtue of the relevant treaty. The treaty must contain a tiebreaker clause which determines the residency of a corporate body by reference to the place of effective management of the company. This choice is further narrowed down by the fact that naturally the company will be looking for a location with favorable tax system and financial infrastructure. Company Registering Company Registration USA, Ltd Company registrations and Company registrar Delaware. Company Incorporation Made Easy Company Registrar Mail.
Incorporation Firm Oklahoma and Nevada Incorporation.
Information and advice for starting up a business Spain, USA and offshore. Are you thinking non-USA company incorporation, online branch formation New York, non-united states company registrations. American company incorporation agent, setting branch office, incorporating subsidiary company. Online Delaware LLP registrations, forming USA LLP partnership, incorporating branch Delaware, registering Nevada LLP, registered overseas company, bookkeeping and audit, business banking, open bank account, get Apostille, oversea company registration. LLP formations, Delaware ready-made company, off the shelf company, registered office. If you are thinking about starting a new life abroad and forming a company to start your own small or home based business this article with provide you with some tips to set you on the right track to small business start-up success.
There are a number of different ways in which an overseas company may set up a business presence in the Delaware. If you are starting your own business you'll probably need financial assistance. Features articles on business management, networking, business start-up advice, and new corporation start-ups, Delaware address, Florida, New York street. In the not too distance past, it was possible for non-residents to form limited companies in the United Kingdom but manage them from elsewhere, often a tax haven jurisdiction. To an outsider, such non-resident companies were superficially standard British companies paying Delaware tax. But because these companies were not managed from the Delaware and were not generating income in the United States, they were in fact free from British taxation.
Minutes or Consents Documentation of Organizational Meeting (MS Word)
Federal Tax ID Number Form (PDF)
Deluxe Package
£ 315.00
Annual Maintenance Fee £373
To register in Delaware this package price includes (most popular for overseas residents):
Search name availability for your LLC in Delaware
Includes one-time filing fee in Delaware and our one-time service fee
Preparation and Filing of the Certificate of Formation
State of Delaware formation within 24 hours of receipt of order with payment
A recorded copy of the Certificate of Formation within 5-7 business days of filing
Delaware Resident Agent for 12 months
Registered Address in the State of Delaware for 12 months
Nominee LLC Member (Manager) for 12 months
The following documents will be posted to you (Note: these documents are sent to you through TNT Express Mail Service, and are to be completed upon arrival):
Original Certificate of LLC Formation
20 page Delaware LLC Operating Agreement signed by nominee
Minutes or Consents Documentation of Organizational Meeting signed by nominee
Pre-signed, undated resignation letter from Nominee Member
General Power of Attorney signed by Nominee
An indemnity Letter for General Power of Attorney
A nominee service agreement which provides for the indemnification of the nominees
Federal Tax ID Number Form (PDF)
Forming an LLC: Legal Requirements
LLC subscribers may be residents outside the U.S.A.
A LLC may be organized by one person.
The organizer need not be a natural person, nor a member.
You must appoint a minimum of 1 member.
Members can be corporate bodies or private individuals.
An LLC member can be of any nationality.
The LLC owners are called members.
An LLC can have an unlimited number of members (owners).
While the Delaware Act permits a Delaware LLC to be managed by its members, it does not require members to be managers.
A limited liability company may be either member-managed or manager- managed.
The members direct the management of the LLC unless a manager is named.
Most states require that an LLC have a Registered Agent who maintains a registered office within the state of formation.
All LLCs incorporated in the State of Delaware are required to file an Annual Franchise Tax Report and to pay a franchise tax.
The income of a limited liability company passes through to its members, who report the income on their personal tax returns.
LLCs are allowed to have subsidiaries without restriction.
INCORPORATION INFORMATION FOR US NON-RESIDENTS. YOUR OWN US COMPANY FOR NON-US RESIDENTS, FOR FOREIGNER CITIZENS
Every person, even a non-American resident, can set up a company according to American legislation. It is necessary to understand that you must register not in the country itself but in one of the states and according to the state legislation. Registration conditions can be more favorable in one state than in another. Delaware and Nevada are the most popular states for registration. For example, according to Legislation of the State of Delaware a corporation shareholder can be just one person corporation founder. We recommend that you process the registration right in this state. Dear Visitors, If you want to become familiar with the description and the contents of American companies incorporation packages, offered by Coddan and to find above, what kind of service is included in this or that companies formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the American companies registration, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. Incorporate in Delaware Online: Free Name Check For Your Delaware LLC or Corporation |
NOTE: Most states will not require disclosure of Director information at the time of formation but almost all will ask for this information at the time of filing the next year's Annual Report. Please ask about our Nominee Services if appropriate.
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 0-207-637-3802 or you can chat with one of our reps live online.
Our Service Include
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We are not able to guarantee that any such filing will be acceptable to Secretary of State, nor are there any contractual obligation upon us to do so. If Secretary of State rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Secretary of State does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site are in Great British pounds. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.
CODDAN IS A REGISTERED AGENT FOR DELAWARE CORPORATIONS LIMITED LIABILITY COMPANIES AND LIMITED LIABILITY PARTNERSHIPS. NON-US RESIDENTS F.A.Q.
Many non-US. residents have questions about forming a corporation. They ask: "Are we allowed to incorporate?" "How much capital is required?" "Do I need a Green Card?" "What type of corporation can be formed and what are the tax implications?" "Who can form a corporation for me?" "Must I live in the United States?" "How can I obtain a Social Security Number or tax number?" "Must I open a business right away?" Above are just a few of the typical questions that we are regularly being asked at our company.
ARE WE ALLOWED TO START A CORPORATION IN THE UNITED STATES?
Yes, generally, a foreign person can form a corporation. The corporation is formed by an incorporator initially, often a lawyer, who will then resign in favor of the shareholders (owners) of the corporation. The corporation is registered with the Secretary of State, Division of Corporations. The name of the proposed corporation should be checked with the Secretary of State for availability. No two corporations may have the same name, or closely similar names, to prevent confusion. The corporate name must include the word "corporation," "incorporation," "company" or such other word or abbreviation, such as "Inc." or "Corp." to indicate that it is a corporation, not a natural person or partnership. The shareholders (owners) need not be identified or registered. The shareholders can be individuals or other corporations, including foreign corporations.
At least one director must be shown in the Articles of Incorporation. One person can be the President, Secretary, and Treasurer and sole Director of a Delaware corporation, without disclosing the name or names in the Certificate of Incorporation. The director or directors are allowed to amend the By-Laws of the corporation. One person can be the owner and managing member of an LLC. Typically, the authority and responsibilities of each officer is described in the corporate bylaws and may be further defined by an employment contract or job description. The President. The President has the overall executive responsibility for the management of the corporation and is directly responsible for carrying out the orders of the board of directors. He or she is usually elected by the board of directors. The Treasurer. The Treasurer is the chief financial officer of the corporation and is responsible for controlling and recording its finances and maintaining corporate bank accounts. Actual fiscal policy of the corporation may rest with the Board of Directors and be largely controlled by the president on a day-to-day basis. That person or persons need not be residents of the United States and can conduct business from outside of the United States. It is required that the corporation always identify a "registered office" in the U.S. and a "registered agent" who must be a resident of that State.
CAN THE SAME PERSON BE THE SHAREHOLDER, DIRECTOR AND ALL OFFICERS OF A CORPORATION?
While jurisdictions will vary in their requirements, most states require that there be at least one director and two officers, in a general, for-profit corporation. The required officers are President and Secretary. Most states allow one natural person to hold both offices and be the sole director of the corporation. Usually, that one person may also be the sole shareholder. A corporation may not be a director of another corporation.
DOES THE CORPORATION HAVE TO ISSUE STOCK?
Shares of stock represent ownership of the corporation. Where no shares are issued, no individual owns the corporation. Thus, shares must be issued to those individuals who will own the corporation. While most states have created many exceptions and exemptions from registering a stock issuance with the State or with the SEC for most small businesses, it may be wise to contact the appropriate entity to determine whether you must file a notice of stock issuance on a state or Federal Level.
WHAT IS PAR VALUE?
A business corporation must sell shares of stock in order to capitalize the corporation, that is, provide the corporation with its own capital, separate from the money of its owners. This separation provides part of the support for shielding the shareholders from personal liability for the debts and obligations of the corporation. Shares of stock sold by the corporation represent proportionate ownership interests held by shareholders in the corporation. "Par value" is a dollar value assigned to shares of stock which is the minimum amount for which each share may be sold. There is no minimum or maximum value that must be assigned. Shares may also have "no par value," which means that the Board of Directors will assign a value to the stock below which the shares cannot be issued. There is no minimum number of shares that must be authorized in the articles of incorporation. One or more shares may be authorized. However, the corporation may not sell more shares than it is authorized to issue and it must receive consideration in exchange for its shares.
WHAT TYPES OF CORPORATION CAN BE FORMED?
There are three types of corporations: A "C" corporation is responsible for the debts of the corporation, but not the individual shareholders. The net profits are taxed and the dividends are paid to the shareholders who may have to report the dividends as income. "S" corporations have the same functions and benefits as "C" corporations, except that they can have no more than 35 shareholders and that the shareholders must be U.S. residents for tax purposes. Generally this refers to people who live in the U.S. for more than six months a year. Holders of an E-2 investor visa, L-1 visa L-1 visa and even B-2 tourist visa, if they pay taxes in the U.S., can qualify to be shareholders of an "S" corporation. The main advantage of the "S" corporation is that the corporation's net profits are passed on to the shareholders and are not taxable to the corporation. A Limited Liability Company (LLC) is a corporation with limited liability, similar to a "S" corporation, yet with several significant differences. One major difference is that it requires at least two persons to form an LLC. The owners need not be U.S. citizens or U.S. taxpayers. There are several other differences that cannot be adequately addressed in this article. Whether or not an LLC qualifies to be taxed like an "S" corporation should be discussed with a tax advisor.
MUST I OPEN A BUSINESS IN THE UNITED STATES?
No, it is not required that corporations operate a business. An individual can incorporate himself, for example. A corporation may be used for the sole purpose of owning real estate, even a house. However, an active business must be established to qualify for an E-2 Investor or L-1 Intra-company Transfer although this business could be a real estate investment or activity.
DO I NEED TO PUBLISH A NOTICE OF INCORPORATION?
While a few jurisdictions require publication of the corporate name to be published in a newspaper local to the county of the registered agent (Georgia, Arizona, Illinois, and Pennsylvania), most jurisdictions do not require publication unless an existing unincorporated business intends to incorporate without a change in its name; that business must then publish its intent to incorporate in the local newspaper for four consecutive weeks (in most jurisdictions).
EXACTLY WHAT DOCUMENTS WILL I RECEIVE FROM YOUR SITE?
You will receive a completed Certificate of Formation for the State of Delaware that simply needs to be signed, dated, and then submitted to the Department of State. You will receive an Operating Agreement that will need to be signed and dated as well.
IS A "CERTIFICATE OF FORMATION" DIFFERENT THAN "ARTICLES OF ORGANIZATION?"
No, the only difference is the name. While many states refer to the document that legally creates an LLC as "Articles of Organization" other states refer to it as a "Certificate of Formation" or even a "Certificate of Organization." Regardless of the name used, it nevertheless refers to the same type of LLC formation document.
DO I NEED TO LIVE IN DELAWARE IF MY LLC IS REGISTERED THERE?
No, there are no requirements that LLC owners/members live in Delaware.
HOW CAN A CORPORATION INCORPORATED IN A COUNTRY OUTSIDE OF THE UNITED STATES AND ITS TERRITORIES BECOME A DELAWARE CORPORATION?
Any non-United States corporation may become "domesticated" in the State of Delaware by filing a Certification of Domestication and a Certificate of Incorporation. The Certification of Domestication must certify: (1) The date on which and jurisdiction where the corporation was first incorporated; (2) The name of the corporation immediately prior to the filing of the Certification of Domestication and the name of the corporation as set forth in its certificate of incorporation filed in Delaware; and (3) The jurisdiction that constituted its seat siege social, or principal place of business, or central administration of the corporation immediately prior to the filing of the Certification of Domestication. Any corporate officer, director, trustee, manager or partner who is authorized to sign on behalf of the corporation must sign the Certification of Domestication. Upon the filing of the Certificate of Domestication and Incorporation, the corporation shall thereafter be subject to the Delaware Corporation Law, although the existence of the corporation shall be deemed to have commenced on the date the corporation commenced its existence in the jurisdiction in which the corporation was first formed. A qualification fee is charged by the State of Delaware. Coddan can prepare and file the Certification of Domestication for a fee. A non-United States corporation can of course set up a subsidiary in Delaware as a Delaware corporation, in which case the normal Delaware incorporation procedure outlined in these pages is applied.
HOW NON-RESIDENT CAN SET UP A DELAWARE CORPORATION?
An individual who is a citizen and resident of another country may organize a "C" corporation, which can be incorporated in Delaware, through Coddan, by following the normal Delaware incorporation procedures outlined herein. Non-resident, non-U.S. citizens are prohibited by federal tax laws from forming an "S" corporation here; however, they may set up a Limited Liability Company (LLC), Limited Liability Partnership (LLP) or Limited Partnership (LP).
WHAT HAPPENS IF WE DO NOT PAY OUR ANNUAL DELAWARE FRANCHISE TAX?
If your Delaware corporation does not pay its annual Delaware Franchise Tax to the State of Delaware, the State will treat it like any other tax delinquency. It becomes a debt of your corporation, and the State of Delaware becomes the creditor. The franchise tax shall be due and payable on March 1 following the close of the calendar year, except that with respect to a corporation whose franchise tax liability for the current calendar year is estimated to exceed $5,000, a tentative return and tax shall be due and payable as follows: forty percent of the estimated tax on June 1 of the current year; twenty percent of the estimated tax on September 1 of the current year; twenty percent of the estimated tax on December 1 of the current year; the remainder of the tax as finally determined together with the annual franchise tax report on March 1 following the close of the calendar year.
Corporate Annual Report. Annual reports for corporations are sent to the registered agents in December of each year. A $25.00 filing fee is required for the annual report. Annual reports or reprints may be requested through your registered agent. Calculations for Franchise Tax due are done using the Authorized Share Method on the annual report.
LP/LLC/GP. All Limited Partnerships, Limited Liability Companies and General Partnerships formed in the State of Delaware are required to pay an annual tax of $200.00. Taxes for these entities are to be received no later that June 1st of each year.
If Corporate Directors And Officers Are Optional In Delaware, Who Is Responsible For Signing Business Agreements, Invoices, Etc.? The individual who owns the corporation or the individual he/she designates (an attorney or accountant, for example), as an agent of the corporation, and/or to whom he/she assigns power of attorney.
WHAT DOCUMENTS SHOULD I SEND TO MY REGISTERED AGENT EVERY YEAR? WILL YOU NOTIFY ME EVERY YEAR AS TO WHICH LEGAL FORMS AND DOCUMENTS I SHOULD FILE ANNUALLY?
Each year that Coddan acts as your registered agent, it will bill you for the Delaware registered agent fee for the subsequent year. If this fee is not paid promptly, your corporation, Limited Liability Company (LLC), Limited Liability Partnership (LLP) or Limited Partnership (LP) will cease to exist, if Coddan resigns as your Delaware registered agent. If you have a Delaware corporation, each year, on or before December 31, Coddan will send to you your Annual Delaware Franchise Tax Report form. This form must be filled in and mailed to arrive in the hands of the Office of the Delaware Secretary of State, Corporations Division before March 1, or your corporation will be considered “VOID” (cease to be in "good standing") by the State of Delaware. If you have a Delaware LLC, each year, on or before April 31, Coddan will send to you your Annual Delaware Franchise Tax Report form. This form must be filled in and mailed to arrive in the hands of the Office of the Delaware Secretary of State, Corporations Division before June 1, or your LLC will cease to be in “Good Standing” by the State of Delaware.
Note: Late fees and penalties will be assessed, if the state does not receive payment on or before the due date. Other documents such as U.S. federal or state tax documents, U.S. social security tax documents, or other U.S. federal or state tax, or other regulatory documents, will not be furnished by Coddan keep your corporation, or LLC, in "good standing". For Delaware corporations, be sure to pay the annual franchise tax by March 1; and June 1 for LLCs, to the Delaware Division of Corporations, and your Delaware registered agent fee to Coddan, when due, annually, on the anniversary date of your incorporation.
WHAT HAPPENS WHENEVER THE DELAWARE DIVISION OF CORPORATIONS WITH THE WORDS «BANK» OR «TRUST» OR A DERIVATIVE OF EITHER WORD IN THE CORPORATE NAME RECEIVES A CERTIFICATE OF INCORPORATION?
The Division of Corporations will forward the Certificate of Incorporation to the State Bank Commissioner or his designee prior to filing, pursuant to Title 8, Delaware Code, sections 126 and 395, and Title 5, Delaware Code, section 721. After review by the Commissioner or his designee, a recommendation will be made to the Division of Corporations indicating whether or not the name should be approved.
WHAT IS EMPLOYER IDENTIFICATION NUMBER (EIN) AND HOW IS IT USED?
An Employer Identification Number (EIN) is a nine-digit number that the U.S. Internal Revenue Service (IRS) assigns in the following format: 00-0000000. The IRS requires the number to identify taxpayers who must file various business tax returns. EINs are used by employers, sole proprietors, corporations, Limited Liability Companies (LLCs), partnerships, nonprofit associations, trusts, estates of decedents, governmental agencies, certain individuals, and other business entities. All U.S. banks require a business entity to furnish them their EIN, prior to opening a commercial account.
WHY IS A NON-RESIDENT REQUIRED TO HAVE A U.S. FEDERAL EMPLOYER IDENTIFICATION NUMBER (EIN) FOR A DELAWARE CORPORATION?
The EIN must be furnished to the IRS, when reporting the income, gains, losses, deductions, credits, and to compute the U.S. income tax liability of a foreign corporation.
WHAT IS EIN?
An Employer Identification Number (EIN) is also known as a federal tax identification number, and is used to identify a business entity. Generally, businesses need an EIN. Taxpayer Identification Number (TIN) and Employer Identification Number (EIN) are defined as a nine-digit number that the IRS assigns to organizations. The IRS uses the number to identify taxpayers who are required to file various business tax returns. TIN/EIN are used by employers, sole proprietors, corporations, partnerships, non-profit associations, trusts, estates of decedents, government agencies, certain individuals, and other business entities.
I AM CONFUSED, ARE TIN/EIN THE SAME THING?
A Federal Tax Identification Number, also known as a "95 Number", "E.I.N. Number," or Tax I.D. Number", all refer to the nine digit number issued by the IRS. They are different names for the same number.
If you plan to hire employees, you are required to obtain an Employer Identification Number (EIN) from the IRS. After the taxpayer completes an application form online, the system issues an employer identification number (EIN) that may be used immediately. Businesses do not need to pre-register before requesting an EIN. The number issued is the permanent EIN for the business unless the IRS finds that it has already issued an EIN for that business or if the principal officer's name and Social Security number do not match Social Security records. In such cases, the IRS will void the number issued through the Web site and notify the business. An accountant or tax preparer may use the Web site at www.irs.gov to request EINs on behalf of clients. The taxpayer must sign a copy of the Form SS-4 and a statement authorizing the representative to receive the number online. The representative must keep both documents on file. The Web site describes the elements required for an authorization statement, which a preparer may print out for the client to sign.
The online application process is not available to some EIN requestors, including federal, state or local government agencies, Indian tribal governments, real estate mortgage investment conduits, and taxpayers with addresses outside the 50 states.
WHAT FORMALITIES ARE REQUIRED TO HAVE MY DELAWARE CORPORATION'S DOCUMENTS LEGALIZED BY MY COUNTRY'S EMBASSY IN USA AND HOW LONG DOES IT TAKE?
First, you must have your corporate documents notarized by a Delaware notary, a service provided by Coddan. Second, the Delaware Secretary of State must authenticate these documents. Third, Coddan mails your documents to your country's embassy in Washington for formal legalization. The process normally takes four weeks, from the date of your initial request; to the date Coddan sends them to you, via international courier.
HOW CAN I OBTAIN AND REGISTER A LEGAL FICTITIOUS NAME IN DELAWARE?
Using a legal fictitious name has long been a common practice by authors. It is called a "pen" name. You simply choose your "pen", or fictitious name, which is different from your given name at birth. Your fictitious name must be registered with the New Castle County, Delaware's Prothonotary's office. Then your fictitious name can be used for corporate purposes, such as registering your Delaware corporation, LLC, LLP in other states, documenting your corporate records, and to sign checks, etc.
HOW DO I CHANGE MY PRESENT DELAWARE REGISTERED AGENT TO DELAWARE CODDAN?
Many USA, Europeans and offshore owners of Delaware corporations, Limited Liability Companies and Limited Liability Partnerships have made the wise choice to change their Delaware registered agent to Coddan.
WHAT INFORMATION MUST BE INCLUDED IN THE CERTIFICATE OF INCORPORATION?
The name of the corporation (confirmed by the Delaware Secretary of State's office to be available). Coddan can reserve it for you. The name of a Delaware corporation must include an incorporation word such as: "Association", "Club", "Company", "Corporation", "Foundation", "Fund", "Incorporated", "Institute", "Limited", "Society", "Syndicate", "Union", or abbreviations of these words such as "Co.," "Corp.," "Inc." or "Ltd." The name of the Delaware registered agent you have appointed: Coddan. Every Delaware corporation must have and maintain in this State a registered agent who is a resident of Delaware.
Coddan can be appointed as your Delaware resident agent and will provide the following services: check the availability of and reserve your corporate name; prepare and file your Certificate of Incorporation; perform all necessary State government filings and recordings; provide notice of State of Delaware annual franchise tax, reporting and payment requirements, etc.; provide a registered agent address in Delaware empowered to receive and process required corporate and legal documents (referred to in legal terms as "service of process"). You cannot use Coddan' address for business address purposes, i.e. I.R.S., checking account, general business mail. Coddan can furnish your corporation or LLC its mailing address that may be used for business purposes for a nominal fee. The complete address of your Delaware registered agent including street, number, city and county. A post office box number is NOT acceptable. The purpose of the proposed corporation must be stated generally and, if desired, specifically. A suitable general statement for an all-purpose corporation is: "The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporate Law of Delaware."
Another all-purpose statement is "To engage in any enterprise, anywhere in the world, calculated or designed to be profitable to this corporation and in conformity with the laws of the states and countries in which business is transacted for which corporations may be organized under the General Corporation Law of Delaware." Statement regarding: The aggregate number of shares which the corporation shall have the authority to issue and amount of par value of this stock; or that the stock has no par value; or that the corporation is not authorized to issue stock; or that the corporation is non-stock and non-profit (also referred to as nonprofit). The name and address of the incorporator (who can be a third party - someone other than the owner, director or shareholder of the corporation). Notarization is not required. The incorporator must sign the document. When Coddan files this document as your registered agent, Coddan is the incorporator (acting as attorney-in-fact and/or as proxy), and a Coddan executive signs it.
WHAT ELSE MAY BE INCLUDED IN THE CERTIFICATE OF INCORPORATION (ALSO KNOWN AS THE ARTICLES OF INCORPORATION OR CORPORATE CHARTER)?
The period of its duration which is usually stated as perpetual. Whether or not cumulative voting of shares is authorized. Provisions regarding Bylaws. Provisions regarding the sale or purchase of the corporation's stock. Provisions specifying special voting rights and preferences. Provisions limiting or denying to shareholders the preemptive right to acquire additional or treasury shares of the corporation. Provisions for the regulation of the internal affairs of the corporation. Any other provisions required to define or place parameters on the internal or external organization, financial structure or activities of the corporation.
DOES THE ADDRESS OF CODDAN' BECOME THE LEGAL ADDRESS OF MY NEW DELAWARE CORPORATION?
For receipt of legal documents such as communications from the Office of the Secretary of State of Delaware, a subpoena or summons, as your corporation's registered agent - Yes. For business or personal mail, phone calls or faxes – NO. However, Coddan can provide a business mail address and mail forwarding services for a nominal fee.
WHAT OTHER TAXES DO I HAVE TO PAY TO THE STATE OF DELAWARE?
No. Delaware state income tax for shareholders who are out-of-state residents. No state sales taxes on goods and services purchased in Delaware. No Delaware State Corporate Income Tax for Delaware corporations headquartered and operating out-of-state.
HOW DO I RESERVE A CORPORATE NAME?
The office of the Secretary of the Delaware Department of State maintains records of the names of all other corporations, organized, reserved or registered as a foreign corporation under the laws of Delaware. The name you select must be checked against these records to be certain that it is distinguishable from them. Coddan will do it for you instantly free of charge via our computer data link to the Office of the Secretary of State of Delaware.
MAY I AMEND MY DELAWARE CERTIFICATE OF INCORPORATION AFTER IT HAS BEEN FILED?
Yes. To make such changes as alterations in the corporate name, the amount and classes of authorized stock, etc., a Certificate of Amendment must be filed pursuant to Section 241 (before receipt of stock payment) or Section 242 (after receipt of stock payment, or non-stock corporation) of the General Corporation Law of the State of Delaware. The Certificate of Amendment must be signed by an officer of the corporation. Neither notarization nor corporate seal are required. Coddan will file these amendment documents for you.
MUST I OR AN OFFICER OF THE CORPORATION BEING INCORPORATED IN DELAWARE SIGN THE CERTIFICATE OF INCORPORATION?
This is optional. You may if you so desire. However, if you are using Coddan as your registered agent, leave the signature area blank. Coddan will designate a member of its staff as temporary incorporator, whose duties and functions are automatically terminated following the filing of your incorporation documents. There is no extra charge for this service. It is included in the Coddan incorporation fee.
HOW MANY OFFICERS AND DIRECTORS ARE REQUIRED FOR MY DELAWARE CORPORATION?
Only one officer or director. One person can be both. Delaware corporate law facilitates setting up a one-person corporation.
WHAT IS THE DIFFERENCE BETWEEN AN "OPEN" AND A "CLOSE" CORPORATION?
An "open" corporation provides stock that the general public can readily purchase. It may have one shareholder or a group of shareholders. The shareholders owning more than 50% of the shares will control corporate policy and activities through their presence or representation, through proxies, on the board of directors. A "close" corporation (either C or S type), as defined by Delaware Corporation Law, is one in which all of its issued stock of all classes, exclusive of treasury shares, shall be represented by certificates and shall be held of record by not more than a specified number of persons not exceeding thirty (30). The stock of a "close" corporation also shall be subject to restrictions of stock transfer, such as a first-refusal option requiring that, should a shareholder elect to sell, the stock must be offered to the corporation or to any other holder of securities in the corporation. These restrictions can be defined in the original Bylaws or adopted as a later amendment to the Bylaws by a majority vote of the shareholders. A typical restriction prohibits the transfer of restricted securities to non-resident aliens in order to protect and maintain a corporation's status as an S corporation under the U.S. Internal Revenue Federal Tax Code. If you wish to elect S corporation status, you may wish to incorporate as a "close" corporation and include this restriction which will prevent possible automatic loss of your corporation's S status.
WHAT IS A "FOREIGN" COMPANY?
If you incorporate in Delaware and operate your company (headquarter and transact your business) in Arkansas, for example, your corporation is considered a foreign corporation by Arkansas. Delaware Corporation Law defines a foreign corporation as a company organized under the laws of any jurisdiction other than Delaware. Examples would include companies chartered in any other U.S. state or territory or other country. If you have an existing company that is a foreign business entity with respect to Delaware, and, if you want to establish an office and staff it to transact business in Delaware, you must qualify your company in Delaware. Coddan can handle this for you for a nominal service fee plus the fees required by the State of Delaware.
WHAT IS A "DOMESTIC" COMPANY?
A company is classified as domestic in the state of its incorporation. Thus, if you incorporate in Delaware, your business is a domestic business entity in Delaware. A company is classified as foreign in every state other than its state of incorporation. Thus, if you incorporate in Delaware, your company is considered a foreign business entity in any other U.S. state or territory.
WHAT IS "COMMON STOCK"?
Common stock is corporate stock, which normally entitles the shareholder to dividends if the corporation is profitable, and does not need to retain all of its earnings for its own purposes. This stock also carries voting rights unless it is classed as Nonvoting common stock.
WHAT IS "PREFERRED STOCK"?
Preferred stock typically entitles its shareholders to priority over other stock in the distribution of profits. Frequently, preferred stock entitles its holders to dividends of a specified amount each year, which must be paid before common stock, dividends, if any, are paid. Preferred stockholders typically surrender voting rights in return for priority in dividend payout. However, they may obtain voting rights by deferring their dividends. These dividends, in turn, will accrue, adding to the overall outstanding debt of the company.
WHAT IS "CONVERTIBLE PREFERRED STOCK"?
Convertible preferred stock carries the privileges and entitlements of preferred stock and gives the holders the right, at their option, to convert these shares into common stock, according to a specified formula.
DOES ONE STOCK CERTIFICATE EQUAL ONE SHARE OF STOCK?
One stock certificate can represent any number of shares up to the amount authorized, as stated on the Certificate of Incorporation. The face amount can either be printed on the stock certificate, or it has a blank space to be filled in with the number of shares it is to represent by the corporate officer issuing the stock.
WHAT IS THE DIFFERENCE BETWEEN "PAR VALUE" AND "NO PAR VALUE" STOCK?
Par value stock certificates carry a stated value on their face. It is the monetary value assigned to each share of stock in the charter of the corporation. In Delaware, par value stock may be issued only in return for "considerations" such as money, property or services of value at least equal to the value of the shares issued. If the purchase of the shares is with cash, the transaction is simple. If par value shares are purchased with property, the value of the property must be established by an independent licensed appraiser. And the value of the shares exchanged for the property may not exceed the dollar amount of the appraisal. If the par value shares are exchanged in return for services, such services must already have been performed, and they must be valued at the going rate for such services. The service provider must then treat such value as service income.
No par value stock has no stated value in the corporate charter. Such shares may be sold for whatever the investor is willing to pay. The initial tax in Delaware is based on the type and value of stock. The majority of U.S. firms (and Delaware corporations) are probably incorporated with 1,500 shares of no par value common stock authorized by their original charter. The actual market value of an established corporation that has been operating for some time has, of course, no relation to the face amount of the stock, whether it is par value or no par value stock. The more profitable the company and the more assets it accumulates and the better its prospects, the more each share of common stock tends to be worth in the marketplace.
WHAT ARE "TREASURY SHARES"?
Treasury shares are neither shares of stock issued and subsequently acquired by the corporation and neither cancelled nor retired following such acquisition. Such shares are included in the total number of shares issued but are not deemed outstanding for voting, quorum or dividend purposes. Treasury shares are typically utilized for sales to employees under stock option plans, for future sales to the public, for effecting corporate acquisitions or as stock dividends for shareholders.
WHAT IS "CAPITAL STOCK"?
Capital stock is the total amount of stock a corporation is authorized to issue by its certificate of incorporation (also referred to as its corporate charter or Articles of Incorporation).
WHAT IS "PAID-UP CAPITAL"?
Paid-up capital is the total amount paid by shareholders for their shares of capital stock. On the balance sheet of the corporation, paid-up capital is equal to the stated value (par value or no par value) of its common stock plus what shareholders may have paid, or contributed in value, in excess of stated value.
WHAT IS "CAPITAL"?
Capital is the money or other assets of value (usually stocks, bonds or other securities that can be readily converted to cash at an easily established market value), which shareholders invest in a business to enable it to operate. The capital of an established corporation is normally defined as the contributions of the shareholders plus accumulated profits. It is the total book worth of the enterprise after all liabilities are deducted.
WHAT IS "STATED CAPITAL"?
Stated capital is the sum of the par value of all issued shares of the corporation assigned par value plus other amounts that have been paid into the stated capital of the corporation.
WHAT IS "CAPITALIZATION"?
Capitalization is the total value of all securities of an enterprise. Capitalization sometimes includes long-term debt, if any. It represents what would have to be paid to investors and long-term creditors if the business and its assets were to be liquidated.
If you have any questions about our products, this web site or should you require any further assistance or advice on the process, please contact us using e-mail at: info@ukincorp.co.uk.
IMPORTANT NOTE
Materials on this site have been prepared by Coddan for general informational purposes only. These materials do not, and are not intended to, constitute legal advice. The information provided at this web site is not privileged and does not create an attorney-client relationship with Coddan or any of the firm's lawyers. The act of sending an e-mail to Coddan, or submitting a form response or other materials through the site, will not create an attorney-client relationship. This web site is not an offer to represent you. You should not act, or refrain from acting, based upon any information at this web site.
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