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US corporate law is governed by Federal and State Law and there are considerable
differences between the states. On this web site we are providing a general guide to United States Corporations
and Limited Liability Companies incorporated in the States we recommend.
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GENERAL
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| Type of Company |
Corporation
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LLC
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| Political Stability |
Excellent
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| Common or Civil Law |
Common
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| Recommended States |
Delaware, Florida, California, Wyoming, Oregon, New Jersey and Nevada
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Delaware, Florida, Wyoming, Oregon, New Jersey, Arkansas, Washington DC, and Oklahoma
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| Disclosure of Beneficial Owner |
No (we have always to discuss further on this point !)
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| Migration of Domicile Permitted |
Generally No
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Generally Yes
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| Tax on Offshore Profits |
Yes
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Nil, but see section on tax
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| Language of Name |
Latin Alphabet
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CORPORATE REQUIREMENTS
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| Minimum Number of Shareholders/Members |
1
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2
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| Minimum Number of Directors/Managers |
1
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1
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| Bearer Shares Allowed |
Generally No, Nevada Yes
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N/A
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| Corporate Directors/Managers Permitted |
No
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Yes
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| Company Secretary Required |
Yes
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N/A
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| Standard Authorised Share Capital |
US$ 3,000 with US$ 1 par value
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N/A
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LOCAL REQUIREMENTS
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| Registered Office/Agent |
Yes
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Yes
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| Company Secretary |
No
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N/A
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| Local Directors/Managers |
No
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No
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| Local Meetings |
No
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No
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| Government Register of Directors/Managers |
No
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No
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| Government Register of Shareholders/Members |
No
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No
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ANNUAL REQUIREMENTS
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| Annual Return |
Yes
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Yes
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| Submit Accounts |
Yes
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No but see section on tax
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RECURRING GOVERNMENT COSTS
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| Minimum Annual Tax/Licence Fee |
Varies
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Varies
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| Annual Return Filing Fee |
Varies
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Varies
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Buoyed by victories in World Wars I and II and the end of the Cold War in 1991, the US remains the world's most
powerful nation-state. The economy is marked by steady growth, low unemployment, low inflation, and rapid advances
in technology. The biggest cloud over this affluent society is the distribution of gains—since 1975 most of the
increase in national income has gone to the 20% of people at the top of the income ladder.
Location: North America, bordering both the North Atlantic Ocean and the North Pacific Ocean, between
Canada and Mexico.
Geographic coordinates: 38 00 N, 97 00 W .
Area:
total: 9,629,091 sq km
land: 9,158,960 sq km
water: 470,131 sq km
note: includes only the 50 states and District of Columbia
Climate: mostly temperate, but tropical in Hawaii and Florida, arctic in Alaska, semiarid in the great
plains west of the Mississippi River, and arid in the Great Basin of the southwest; low winter temperatures in
the northwest are ameliorated occasionally in January and February by warm chinook winds from the eastern slopes
of the Rocky Mountains.
Natural resources: coal, copper, lead, molybdenum, phosphates, uranium, bauxite, gold, iron, mercury,
nickel, potash, silver, tungsten, zinc, petroleum, natural gas, timber.
The United States of America is the third-largest country in the world in population, and it is the fourth-largest
country in area. China and India are the only countries with more people. Only Russia, Canada and China have larger
areas.
The United States is comprised of the 50 states and the District of Columbia, home to the nation's capitol,
Washington, DC. The United States covers the entire midsection of North America, stretching from the Atlantic Ocean
in the east to the Pacific Ocean in the west. It also includes Alaska, in the north-west corner of North America;
and Hawaii, far out in the Pacific. The United States is often called the US, USA, or America.
The land of the United States is as varied as it is vast. It ranges from the warm beaches of Florida and Hawaii
to the frozen northlands of Alaska, and from the level Midwestern prairies to the snow-capped Rocky Mountains.
This huge and beautiful country is rich in natural resources. It has great stretches of some of the most fertile
soil on earth, a plentiful water supply and excellent water routes, and large stretches of forests. Huge deposits
of valuable minerals, including coal, natural gas and petroleum, lie underground.
Administrative divisions: 50 states and 1 district*; Alabama, Alaska, Arizona, Arkansas, California,
Colorado, Connecticut, Delaware, District of Columbia*, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa,
Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana,
Nebraska, Nevada,
New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania,
Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia,
Wisconsin, Wyoming.
Dependent areas: American Samoa, Baker Island, Guam, Howland Island, Jarvis Island, Johnston Atoll, Kingman
Reef, Midway Islands, Navassa Island, Northern Mariana Islands, Palmyra Atoll, Puerto Rico, Virgin Islands, Wake
Atoll
note: from 18 July 1947 until 1 October 1994, the US administered the Trust Territory of the Pacific
Islands, but recently entered into a new political relationship with all four political units: the Northern Mariana
Islands is a commonwealth in political union with the US (effective 3 November 1986); Palau concluded a Compact
of Free Association with the US (effective 1 October 1994); the Federated States of Micronesia signed a Compact
of Free Association with the US (effective 3 November 1986); the Republic of the Marshall Islands signed a Compact
of Free Association with the US (effective 21 October 1986).
Independence: 4 July 1776 (from England).
POPULATION
The United States has a population of around 272,639,608 (July 1999 est.) and has one of the world's most varied
populations in terms of ancestry. The population includes descendants of people from almost every part of the world.
Approximately 92% of today's total population were born in the United States. The largest foreign-born groups are
Mexicans, Germans, Canadians, Italians, Cubans and Filipinos.
The United States has an average population density of about 71 persons per square mile (28 persons per sq km).
However, the density varies widely from place to place.
Age structure:
0-14 years: 22% (male 30,097,125; female 28,699,568)
15-64 years: 66% (male 89,024,052; female 90,379,328)
65 years and over: 12% (male 14,189,132; female 20,250,403) (1999 est.)
Population growth rate: 0.85% (1999 est.)
Ethnic groups: white 83.5%, black 12.4%, Asian 3.3%, Amerindian 0.8% (1992)
Religions: Protestant 56%, Roman Catholic 28%, Jewish 2%, other 4%, none 10% (1989)
Languages: English, Spanish (spoken by a sizable minority)
Literacy:
definition: age 15 and over can read and write
total population: 97%
male: 97%
female: 97% (1979 est.)
POLITICAL STRUCTURE
The United States is a federal republic bound by the United States Constitution. Each of the 50 constituent
states and the District of Columbia exercises a measure of internal self-government. Defence, foreign affairs,
coinage, posts, the higher levels of justice, and internal security are the responsibility of the federal government.
The President is head of the Executive and is elected to a four-year term by a college of representatives elected
directly from each state. The President appoints the other members of the Executive, subject to the consent of
the Senate.
The Congress is the seat of legislative power and consists of the Senate (100 members) and the House of Representatives
(435 members). Two senators are chosen by direct election in each state, to serve a 6-year term, and one-third
of the membership is renewable every two years. Representatives are elected by direct and universal suffrage for
a two-year term. The number of representatives of each state in Congress is determined by the size of the state’s
population.
Ultimate judicial power is vested in the Supreme Court, which has the power to disallow legislation and to overturn
executive actions, which it deems unconstitutional.
The US has a two major political parties, the Democratic and the Republican. Both parties receive support from
individuals and groups in all parts of the country. Members of these two parties hold almost all of the offices
in the national, state and local governments.
INFRASTRUCTURE AND ECONOMY
Economy—overview: The US has the most powerful, diverse, and technologically advanced economy in the
world, with a per capita GDP of $31,500, the largest among major industrial nations. In this market-oriented economy,
private individuals and business firms make most of the decisions, and government buys needed goods and services
predominantly in the private marketplace. US business firms enjoy considerably greater flexibility than their counterparts
in Western Europe and Japan in decisions to expand capital plant, lay off surplus workers, and develop new products.
At the same time, they face higher
barriers to entry in their rivals' home markets than the barriers to entry of foreign firms in US markets. US firms
are at or near the forefront in technological advances, especially in computers and in medical, aerospace, and
military equipment, although their advantage has narrowed since the end of World War II. The onrush of technology
largely explains the gradual development of a "two-tier labor market" in which those at the bottom lack
the education and the professional/technical skills of those at the top and, more and more, fail to get pay raises,
health insurance coverage, and other benefits. Since 1975, practically all the gains in household income have gone
to the top 20% of households. The years 1994-98 witnessed solid increases in real output, low inflation rates,
and a drop in unemployment to below 5%. Long-term problems include inadequate investment in economic infrastructure,
rapidly rising medical costs of an aging population, sizable trade deficits, and stagnation of family income in
the lower economic groups. The outlook for 1999 is for GDP growth somewhat below 1998's, continued low inflation,
and about the same level of unemployment. Two shadows for 1999 are the severe financial crises in East Asia and
Russia and the exuberant level of stock prices in relation to corporate earnings.
GDP: purchasing power parity—$8.511 trillion (1998 est.)
GDP—real growth rate: 3.9% (1998 est.)
GDP—per capita: purchasing power parity—$31,500 (1998 est.)
GDP—composition by sector:
agriculture: 2%
industry: 23%
services: 75% (1998 est.)
Inflation rate (consumer prices): 1.6% (1998)
Labor force: 137.7 million (includes unemployed) (1998)
Labor force—by occupation: managerial and professional 29.6%, technical, sales and administrative support
29.3%, services 13.6%, manufacturing, mining, transportation, and crafts 24.8%, farming, forestry, and fishing
2.7% (1998).
note: figures exclude the unemployed
Unemployment rate: 4.5% (1998)
Budget:
revenues: $1.722 trillion
expenditures: $1.653 trillion, including capital expenditures of $NA (1998)
Industries: leading industrial power in the world, highly diversified and technologically advanced; petroleum,
steel, motor vehicles, aerospace, telecommunications, chemicals, electronics, food processing, consumer goods,
lumber, mining.
LANGUAGE
The United States has never had an official language, but English has always been the chief language spoken
in the country. Immigrants from the British Isles, who included the nation’s founders, spoke English. Today, Spanish
is the second most common language in the United States.
CURRENCY
The US Dollar.
TYPE OF LAW
Based on English Common Law.
PROCEDURE TO FORM
Corporation: Filing of Articles of Incorporation or Certificate of Incorporation with the Secretary of State
in the preferred state of incorporation.
LLC: Filing of Articles of Organisation or Certificate of Formation with the Secretary of State in the preferred
state of formation.
LANGUAGE OF LEGALISATION AND CORPORATE DOCUMENTS
English. If any other language is used it must be accompanied by a translation in English.
REGISTERED OFFICE REQUIRED
Yes. Must be maintained in state of incorporation/formation at the office of a professional registered agent.
SHELF COMPANIES AVAILABLE
Yes, for recommended states.
TIME TO INCORPORATE/FORM
Generally 2 days, but must allow an additional 5 - 7 business days for delivery of documentation.
NAME RESTRICTIONS
Corporation: Anything identical or similar to an existing company within the state of incorporation. Additionally,
the use of bank or trust within the name of the corporation is prohibited in all 50 states without first obtaining
consent from the banking authorities in the state of incorporation.
LLC: Anything identical or similar to an existing company within the state of formation. Additionally, the use
of bank, trust, insurance or reinsurance within the name of the LLC is generally prohibited in all 50 states. This
is because limited liability companies in most states are simply not allowed to engage in a banking or insurance
business.
LANGUAGE OF NAME
The name can be in any language. Some recommended states require an English translation.
SUFFIXES TO DENOTE CORPORATION
Corporation: Incorporated, Corporation, Limited, Company or their abbreviations Inc, Corp, or Ltd. Some of the
recommended states allow other suffixes such as Fund, Association, Foundation, Syndicate, Club, Society and Institute.
LLC: Limited Liability Company and Limited Company or their abbreviations LLC or LC.
US FEDERAL TAXATION
Corporation: US Corporations are required to file a US Federal Income Tax
Return (IRS Form 1120 or 1120A) and pay tax at a progressive rate depending upon the amount of net income. This
requirement holds true regardless if the owners (shareholders) are US citizens, non-resident aliens or a combination
thereof. Even if the corporation conducts no business in the US and there is no US-source income, it must still
comply with the federal tax reporting requirements and payment of tax on world-wide income.
LLC: US limited liability companies structured for partnership tax treatment
with non-resident members and which conduct no business in the US and which have no US-source income are not
subject to US federal income tax and are not required to file a US income tax return.
STATE TAXATION
US limited liability companies that conduct no business in the recommended states of formation are generally
not subject to state income tax and are not required to file a state income tax return.
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ANNUAL REPORT / LICENSE FEES
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State of Formation
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Franchise Tax
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Report Fee
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Due Date
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| Delaware |
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March 1
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| Florida |
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May 1
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| California |
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January 2
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| Wyoming |
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Anniversary
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| Oregon |
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Anniversary
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| New Jersey |
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Anniversary
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| Nevada |
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Anniversary
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State of Formation
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Fee
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Due Date
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| Delaware |
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June 1
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| Florida |
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May 1
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| Wyoming |
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January 2
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| Oregon |
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Anniversary
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| Oklahoma |
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N/A
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| New Jersey |
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Anniversary
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| Washington DC |
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June 15
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| Arkansas |
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June 1
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FINANCIAL STATEMENTS
Corporation: There is generally no requirement to file financial statements
with the state of formation unless the corporation owns assets within that state or has conducted business within
that state.
LLC: There is generally no requirement to file financial statements with
the state of formation unless the corporation owns assets within that state or has conducted business within that
state.
DIRECTORS / MANAGERS
Corporation: The minimum number of directors is one, who must be a natural
person. Directors may be of any nationality and need not be a citizen of the United States.
LLC: One manager either a natural person or a body corporate of any nationality.
SHAREHOLDERS / MEMBERS
Corporation: The minimum number of shareholders is one. A shareholder of
a US Corporation may be another corporation (even an international or "offshore" corporation).
LLC: The minimum number of members is two. This number (or greater) ensures
automatic tax classification as a partnership, the advantages to which are described above under "Taxation".
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