DELAWARE LIMITED LIABILITY

The State of Delaware is the second smallest in the United States after Rhode Island . located in the North East, it has a population of approximately of 800,000 inhabitants.

Over 255,000 corporations are currently registered in Delaware. This figure exceeds the number of companies incorporated in all the other states combined. The principal and most important companies in the United States listed in the New York Stock Exchange, are incorporated or have holding companies in the State of Delaware.

In October 1992, Delaware passed what corporate lawyers considered a model act, providing for a new type of entity called the “Limited Liability Company” (LLC). with roots in European laws, such as the German “ GmbH”, this business entity has become popular among Europeans due to the pass through tax treatment available.(Top)



IMPORTANT FACTS

The LLC is a option for individuals that needs “non profits” or exempted status. Some of the advantages of the LLC are:

• Permits maximum flexibility in drafting operating agreements;

• May be managed by its members or by a manager;

• Allows limited liability to all members including those who participate in management. Liability is limited to the amount of their investment.

• There are no limits on the type of legal business which the company may transact;

• There is no need to present annual financial statement for annual meetings of managers or members;

• There is no citizenship requirement for members or managers;

• There is no limitation of the ownership of other corporations; (Top)



TAXATION

• Delaware does not impose either an income tax or inheritance tax upon members who are non-residents of Delaware;

• There is no tax penalties in liquidation.(Top)



REQUERIMENTS FOR INCORPORATION

Name: May be written in English or Spanish and must include the words “Limited Liability Company” or its abbreviation LLC. The name must also be distinguishable from other existing names of registered LLC.

Capital Structure: There are no minimum capital requirements for LLC’s. the authorized capital is formed upon the contributions made by the members.

Contribution / Membership quotas: LLC’s does not issue shares. Law allows classes of membership quotas (equivalent to share certificates). This quotas can only be issued in nominative form. The name of the quota holder does is not a matter of public record.

Administrators and Members: The persons who manage the business of the LLC’s are referred as “Administrators” or “Managers”. The LLC may be managed by some or all its members, however, members are not required to be managers.

LLC requires to have at least one manager, who may be an individual or corporate body. There is no requirement that the administrators or members of an LLC be US citizens or resident. Their names are not matter of public record.

Members may be individuals, partnerships, trusts, and corporations, also single member is allowed.

Articles of Organization: Are drafted by our office in a standard form. According to Delaware law, one or more persons may execute these Articles. This document must be filed in the office of the Secretary of State.

Operating Agreement: Also drafted in standard form, objectives are extremely brad and allows the LLC to carry on any type of lawful operation or activity. This Operation Agreement may be drawn either before or after the filing of the Articles of Organization and may be oral or written. We suggest that this agreement always be written.

Registered Office/ Agent: LLC’s must have a Registered Office/Agent located in Delaware. In case the LLC’s operates, the Delaware Secretary of State sends to the Registered Agent the annual statement for the Delaware franchise tax. The Registered Agent forwards that bill to the LLC for payment to the Secretary of State.


Register of Members: Can be kept in any part of the world.

Annual License Fees and Penalties: Annual tax of LLC’s are US$200.00.



Date of Incorporation Due Date Surcharge and monthly interest
From June 1st

Jan 1st – Dec 31st
May 31st
US$100.00 + 1.5% interest + US$50.00 (Administrative handling)