Hi whether2,
Given that you will be forming a "foreign" company (in this case,
foreign means your company will be formed in a state other than where
you reside), you can pick and choose the best state for your purposes.
It is of no consequence where you will be visiting from time to time.
Historically, Delaware has always been the state of choice but other
states are beginning to jump on the bandwagon and Nevada is one of
those states. I've cut and pasted relevant bits but please click on
the links for much more information.
>>> NEVADA / DELAWARE
How To Set Up a Limited Liability Company (LLC)
Delaware, Nevada, and recently Wyoming are the most popular for
out-of-state corporate registration.
http://entrepreneurs.about.com/od/businessstructure/ht/llcsetup.htm
"You can incorporate in any of the 50 states. Delaware is a popular
choice because of its history, experience, recognition and
pro-business climate. In fact, over half of the companies listed on
the New York Stock Exchange are incorporated in Delaware. Recently,
Nevada has also gained popularity due to its pro-business environment
and lack of a formal information-sharing agreement with the IRS.
Neither Delaware nor Nevada have corporate income taxes, and business
filings in these states can usually be performed more quickly than in
other states."
http://www.legalzoom.com/law_library/corporations/forming.html
Nevada Secretary of State
Foreign Limited-Liability Company - Complete Packet
Packet includes instructions, Registration Form, fee schedules and
credit card check list to register a Limited-Liability Company formed
under the laws of another domicile pursuant to NRS 86.
http://secretaryofstate.biz/comm_rec/crforms/fllc.htm
Where Should You Incorporate?
Highlights of benefits to incorporating in Delaware include:
# Low cost incorporation fees;
# No state corporation income tax for Delaware corporations not
operating in Delaware;
# No name or address disclosure requirement for the initial board of directors;
# One person may hold all corporate offices;
# The corporation must have a registered agent in Delaware, but not a
business office; and
# Claims relating to the corporation will be heard by the Delaware
Court of Chancery.
Nevada
Nevada is another state attempting to attract businesses to
incorporate there by enacting corporate-friendly laws. Some of the
benefits of incorporating in Nevada include:
# Anonymity for stockholders by allowing stockholders to avoid having
their names becoming part of the public record;
# Stockholders, directors, and officers may be nonresidents of Nevada;
# No state annual franchise tax;
# No state corporate tax on profits; and
# One person may hold all corporate officers.
http://www.allbusiness.com/articles/content/article.asp?ID=590&CenterID=31&CatID=1799
>>> REGISTERED AGENT / MAIL FORWARDING
"You will also need to designate a registered agent for the
corporation. This is a person or an office that resides in the state
where the corporation is formed and is available to accept service of
formal letters, notices and summonses. If you are not a resident of
the state where the corporation will be formed, or if no one is
available to serve as a resident agent, you can hire a business to act
as your resident agent. For example, the CT Corporation System has
offices in all 50 states to act as the registered office for
corporations. These companies charge a fee for serving as your
registered office."
http://www.smartagreements.com/cor/lp45.htm
List of Registered Agents in Nevada
http://sos.state.nv.us/comm_rec/ralist/
When you pick a registered agent, pick one who offers a mail forwarding service.
MailLinkPlus
# Prestigious Street Address
# Tax Free Nevada
# Free Resident Agent Service
# Call in Service
# Your Privacy
# Receive Parcels from any Carrier (UPS,Fed Ex, DHL, Airborne Express)
# Permanent address
# No PMB designation, simply use the # sign and your mailbox number.
http://www.maillinkplus.com/
Mail Forwarding
"If you are not quite ready to take advantage of our Executive Office
Services, we offer our mail-forwarding program for a minimal fee. This
will give you a Nevada address. We will forward incoming mail (parcels
to be paid for separately) and will also send your outgoing mail so
that it will have a postmark from the state of Nevada. Service covers
up to 100 pieces of mail per year. We recommend that you consider this
service if you are setting up a Nevada Bank Account."
http://www.budgetcorp.com/services.asp
"Are there any downsides to using a mail-forwarding service as a
business address? Especially with relation to things like setting up
a bank / merchant account, dealing with taxes, etc."
Your registered agent will provide your business address (and forward your mail).
"A further question is where I, as an individual, should set up
residence (i.e. a mailing address). If I am taxed as an individual
on the pass-through income generated by the LLC, is it legal to state
that my residence is in, say, Washington, even if I am actually living
abroad?"
No, that wouldn't be a good idea. The IRS is quite particular about
how much time you spend where.
Physical Presence Test:
http://www.irs.gov/businesses/small/international/article/0,,id=96968,00.html
>>> Tax Issues / Form 8832
IRS FAQ:
I recently formed a limited liability company (LLC). 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 not the sole owner of the LLC or if the LLC has employees, you
will need a separate Federal Tax ID number for the LLC.
If your business has only one owner, it will automatically be
considered to be a sole proprietorship (referred to as an entity to be
disregarded as separate from its owner) unless an election is made to
be treated as a corporation."
http://www.irs.gov/faqs/faq12-1.html
1. Single member LLCs.
"Generally, when an, LLC has only one member, the fact that it is an
LLC is ignored or ?disregarded? for the purpose of filing a federal
tax return. Treasury Regulations Section 301.7701-1,-2,-3"
"If you prefer to file as a corporation instead of as a ?disregarded
entity? Form 8832 must be submitted."
http://www.irs.gov/pub/irs-pdf/p3402.pdf
FORM 8832: Entity Classification Election:
"...a business entity with a single member can choose to be classified
as either an association taxable as a corporation or disregarded as an
entity separate from its owner."
Disregarded entity:
"A disregarded entity is an eligible entity that is treated as an
entity that is not separate from its single owner. Its separate
existence will be ignored for Federal tax purposes unless it elects
corporate tax treatment."
http://www.irs.gov/pub/irs-pdf/f8832.pdf
Additional Link of Interest
How Do I Maintain My Corporation or LLC?
Employer Identification Number
Bank Accounts
State Qualification
Business Licenses
Tax Issues
Corporate Governance
Maintaining Corporate Identity
http://www.onlinewbc.gov/docs/finance/maintain_corporation.html#State_Qualification
I hope I've been able to help you get started on this. If you have any
questions, please post a clarification request *before* closing/rating
my answer and I'll be happy to reply. I don't know why you are forming
an LLC in the U.S., but I just thought that I'd mention that you don't
need one to do business there. Since your business activity takes
place outside of the U.S., your income is considered Foreign Source
Income and is eligible for the Foreign Earned Income Exclusion (Form
2555) of $80,000 if you pass the residency test.
* Foreign Source Income - income is generally considered foreign
source if the location of the activity for which the payment is being
made is outside the U.S."
http://vpf-web.harvard.edu/ofs/tax_services/emp_pay_sou.shtml
Thank you,
hummer
I was able to use my own research and bookmarks on this subject. In
addition I searched using the terms:
LLC Nevada
nevada registered agents
nevada secretary of state
LLC Delaware
etc. |
