USA & US companies

US corporations

Nominee Director

Bank

Apostille

 

CHARACTERISTICS

EXECUTIVES - CAPITAL - HEAD OFFICE - ACTIVITY - LIABILITY  

1) DIRECTORS

The Directors of a Delaware Corporation manage all of its business and affairs. The Board of Directors (which is composed of all the shareholders) has broad powers, including the power to adopt, amend or repeal the corporations' by-laws.

Any decision can be taken by resolution of the Board and is the object of Minutes appended to the Minute-Book.

Generally, the Board of Directors appoints executives to operate the business. These executives are usually a President, Vice-President, Treasurer and Secretary. In Delaware a Director can be an executive.

 Hierarchy

The Board of Directors may consist of only one Director or, of course, more, if the stockholders wish.

It can also consist of all the above-noted executives.

The Secretary of State only requests the names and address of one Director, he will be considered by the Secretary of State as the known legal representative. This information is not computerised and is not readily available to the public.

The Delaware Corporation Law allows the Director(s) to be non-resident alien(s). They can be chosen inside or outside the hierarchy of the Corporation.

Moreover, since there is no reporting of shareholders by the Secretary of State, they can be a shareholder or not.

So, it is possible to give the name of a Director who is not "entitled".

He would be a « Nominee Director »

This way the real owner will be wholly anonymous.

 Anonymity

As we said before, the names of shareholders is kept secret and no register is kept by the Secretary of State.

It is the physical holding of the shares which is evidence of the ownership.

Nobody, except the corporation, knows who the shareholders are.

COMPLETE ANONYMITY GRANTEED

2) CAPITAL

The Board of Directors can, by resolution, specify the capital which will be appended in the Minute-Book.

No minimum capital requirements are imposed.

Within the chosen States, the capital does not have to be issued (neither quota, nor delay).

 

Nevertheless, this amount has to remain reasonable. A non-resident corporation is not necessary a multinational.

Fixing a capital at tens or hundreds of millions of $US may not be credible.

It would be better to decide on an amount which could be issued at any given time in cash contributions or assets (building, shares, etc.....).

The issuing will have to be done in case of sale (at the amount of the capital) or if the shares were to be given as a guarantee.

 Back

3) HEAD OFFICE

A company must have a legal registered address as a head office. Physical presence is not required and there is usually no real business run there.

Several countries ask this head office to appear on offical documents as agreements or heading paper.

 Back

4) ACTIVITY

The activity of a corporation is not specified.

A company may be formed to engage in virtually "any lawful activity as long as they are not contrary to the laws of the State".

The same corporate can carry on several completely different activities, at the same time or successively.

  Back

4) LIABILITY

The corporation provides limited liability and allows full management of the entity by a Board of Directors who may also be the shareholders with the company except in case of penal offence.