OpusGuide: Delaware, USA – limited liability company
It was no coincidence that the American state Delaware attracted over 900 thousand companies, half of which were American public companies. Apart from beneficial tax laws, a high level of anonymity legally guaranteed to the companies owners is an important value.
|LEGAL FORM||Limited Liability Company of Delaware|
|POLISH EQUIVALENT||Special legal form with no direct equivalents in Polish law. It combines the best characteristics of a limited liability company and Polish partnerships.|
|BUSINESS ACTIVITY||Any that is legally accepted; no need to obtain permissions (does not apply to regulated activity).|
|AUTHORITIES AND OTHER
|owners||Shareholders’ meeting – is composed of shareholders (it is possible to found a single-member company).|
|management||Management board – partners have full freedom in the scope of company management. Partners can govern the company directly or establish management board freely regulating its competences. Both natural and legal persons can act within the board.|
|supervision||No legal obligation to establish supervisory institutions in the company.|
|other||Names of shareholders and people managing the company remain secret. They are not revealed in any explicit registers. Neither company agreements nor any other internal documents of the Company are submitted to the register.|
|Ultimate beneficial owner (beneficiary) can act through a nominal shareholder, within the Statutory Trust institution. The nominal shareholder, as a legal owner acts on behalf and instruction of the beneficiary, thus keeping the beneficiary anonymous because the beneficiary data is not visible in the Company documents.|
|trust||The trust institution is not regulated by the Commercial Companies Code of Delaware.|
|MINIMAL SHARE CAPITAL||There is no minimal share capital (a share capital may be as low as 0.01$).|
|ACCOUNTING/AUDIT||Accounting books and periodical financial reports are required only from LCC companies with business activity on the territory of USA.|
|REGISTERED OFFICE||Company shall have its registered business office on the territory of the state Delaware, and possess a Register Agent who will assure a contact between the Company and state authorities.|
|TIME LIMITS||foundation||Company can start its activity as soon as the Register Agent delivers the documents to registering office. The Register Agent may deliver the documents even one day after their reception.|
|liquidation||Simple liquidation procedure which takes 2-4 working days.|
|strike-off||Simple procedure, available for companies with no liabilities|
|BANK ACCOUNT||Any bank, even outside the USA.|
|FINANCIAL YEAR||Financial year shall be marked as 12 consecutive months. It does not have to be a calendar year but must be terminated with the end of the month.|
|TAX RESIDENCY||Company gets USA tax residency if it has been founded on the basis of the United States laws.|
|INCOME TAX (CIT)||Rate: 35%
In the USA, there are federal and state taxes; the principle of territoriality is binding – both residents and non-residents of the USA shall pay taxes only from the income out of business activity carried out on the territory of the USA.
|SPECIAL FISCAL SYSTEM||Non – US Sourced Income
Income of the company registered in Delaware that comes from business activity outside the territory of the USA is not subject to taxation.
|WITHHOLDING TAX (WHT)||Tax rate: 30% (dividends, royalty payments and interests)
Tax is applied if the income is effectively connected with the activity carried out on the territory of the USA. The rate may be lowered to the level specified in the act on avoiding double taxation.
|RULES ON COMBATTING VAT EVASION||Transfer prices: YES
Thin capitalization: YES
Anti-Inversion – regulations preventing from transferring shares of US companies to countries that have harmful fiscal jurisdiction.
* data binding as of 28th April 2014