Can I create a Limited Liability Company (LLC) in Georgia USA without
hiring any US-employees? Would I need any local employee at all?

The LLC would have one passive member living in the US on a H1B Visa
but the business will be fully operated from the second member in
Germany (virtual online business).

---

Request for Question Clarification by pafalafa-ga on 24 Jul 2004 18:50 PDT

Hello firsttimeuser-ga,


The Georgia State law pertaining to corporations and companies is
found in Title 14 of the Georgia Code, which can be seen in its
entirely here:


http://www.legis.state.ga.us/legis/GaCode/Title14.pdf


Section 11 (near the end of this very long document -- page 317 to be
exact) it the section dealing with LLC's:

==========

14-11-100.
This chapter may be cited as the 'Georgia Limited Liability Company Act.'


==========


I have looked through this section of the law in detail.  There are no
requirments for having employees (and in fact, most businesses in the
US are "zero employee" companies!).

In general, the language of Chapter 11 is slient on the matter of
employees. That is, there isn't any language that say you have to have
X number of employees to fomr an LLC.  But on the other hand, there
isn't language that explicitly says that no employees are necessary.


Another site that offers guidance for forming an LLC is the
Corporations Division of the Georgia Secretary of State:


http://www.sos.state.ga.us/corporations/filing_procedures_llc_2001.pdf


Once again, the instructions are silent on the matter of employees,
which is generally a sign that there are no limitations or
requirements in this regard.

Bottom line...forming an LLC with zero employees appears to be
acceptable, by both law and by common practice.


Let me know if you have any further questions...and best of luck in
your ventures.


pafalafa-ga


search strategy:  Google search on [ georgia corporations ]

[The clarification request above was meant as an answer....here it is again!]

Hello firsttimeuser-ga,


The Georgia State law pertaining to corporations and companies is
found in Title 14 of the Georgia Code, which can be seen in its
entirely here:


http://www.legis.state.ga.us/legis/GaCode/Title14.pdf


Section 11 (near the end of this very long document -- page 317 to be
exact) it the section dealing with LLC's:

==========

14-11-100.
This chapter may be cited as the 'Georgia Limited Liability Company Act.'


==========


I have looked through this section of the law in detail.  There are no
requirments for having employees (and in fact, most businesses in the
US are "zero employee" companies!).

In general, the language of Chapter 11 is slient on the matter of
employees. That is, there isn't any language that say you have to have
X number of employees to fomr an LLC.  But on the other hand, there
isn't language that explicitly says that no employees are necessary.


Another site that offers guidance for forming an LLC is the
Corporations Division of the Georgia Secretary of State:


http://www.sos.state.ga.us/corporations/filing_procedures_llc_2001.pdf


Once again, the instructions are silent on the matter of employees,
which is generally a sign that there are no limitations or
requirements in this regard.

Bottom line...forming an LLC with zero employees appears to be
acceptable, by both law and by common practice.


Let me know if you have any further questions...and best of luck in
your ventures.


pafalafa-ga


search strategy:  Google search on [ georgia corporations ]

That research was worth its money. Thank you very much!!!

Unlike many European jurisdictions, US companies (including LLCs) do
not have a statutory requirement for a local employee or other
representative.  The LLC will of course still need to manage its legal
affairs (tax filings, etc.).

delaware would probably be easier for you to deal with. You do not
have to create a Georgia LLC

Thanks a lot for the kind feedback.

Hope that you'll be a "secondtimeuser" before long.

Good luck with your ventures.

pafalafa-ga