USA & US companies

Caracteristics

Nominee Director

Bank

Apostille

 

GENERAL INFORMATION ABOUT US CORPORATIONS

1) LLC (Limited Liability Company)

It is an unincorporated association that combines the tax advantages of a limited partnership with the "limited company" protection of a Corporation.

See : « Comparison between LLC – CORPORATE » at the end of this page.

2) CORPORATE

Two kind of companies as follow:

Open Corporate	Close Corporate
No limit in the number of issued shares Can be quotable on the Stock Exchange Reserved for large companies	Limited shares and shareholders (i.e. : Delaware => 1,500 shares Florida => 1,000 shares)

What are the proposed forms, how should you choose the name of your corporate, what are its characteristics, what is the "non-resident status"?

Forms

• Limited (Ltd. / Limited)
• Corporate or Corporation (Corp. / Corporation)
• Incorporated (Inc. / Incorporated)

In any case, the name of your company will have to end with one of these words or abbreviations.

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Choosing the name

Even if you are free to choose (preferably in English), there are certain restrictions :

• if the name is already used
• if you opt for word like : State - Federal - Bank - Insurance...

We advise you not to use surnames, personal initials, names that restrict the the company in relation to a specific place, trade or profession. The most "open" the name, the easier it will be able to sell the company if necessary.

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Characteristics

• They are business corporations.
• The APOSTILLE proves that a corporation adheres to the "Convention de la HAYE du 5 octobre 1961", which recognises the US corporations as legitimate in any country which signed the Convention.
• They can freely buy, sell, invoice, collect....

 

They are not considered as "offshore" since the USA are not associated with tax heavens.

The companies we set up are companies equal to any other. They are simply incorporated in States accepting "non resident" status.

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Non-resident status

It is given to a US corporate with its head office in an American State but which does not run ANY business there.

Because of this status:

• The corporation will not be allowed to carry out any real business in the State of incorporation
• Being a "normal and legal" company, it would become resident should it carry out business in the State of incorporation (or should the Administration Board decide) and would therefore be liable to the local US taxes.
• On the other hand, business can be carries out in any other State in the US and in the rest of the world.
• No accounts or balance sheet will have to be shown.
• The corporate will only have to pay an annual franchise tax (i.e. : Delaware $50). There will not be any other tax whatever the turnover or the profits.

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COMPARISON BETWEEN LLC & CORPORATE

LLC (Limited Liability Company)	CORPORATE
Unincorporated association	Incorporated by the Secretary of State
It combines the tax advantages of a limited partnership with the "limited company" protection of a Corporation Fixed annual franchise taxpayable to the State May 1 every year (i.e. : $100 in Delaware)	Fixes annual franchise tax whatever the turnover or the profits. (i.e. : $50 to be paid to the State of Delaware each February)
Without a Certificate of Incorporation, it is impossible either to open a business account in France nor register in France	Certificate of Incorporation
Operating agreement	Bylaws
	Apostille
No shares, no stockholders	Transferable shares
Ownership is shown by the percent of capital contributions. The capital has to be issued immediately.	Capital does not have to be issued (except if you want to sell the shares or if you use them as a guarantee)
Run by Members and Managers	Managed by Officers and Directors
No requirement to file an annual report with the State	Completion of annual report (including its payment) with the name of the current Director
No requirement to keep annual minutes of meetings	Keeping the Minute-Book up to date