Introduction
To form a Delaware LLC as a non-US resident, you do not need to live in or visit the state of Delaware. Anyone from anywhere in the world, except for residents of restricted countries (Iran, Nother Korea, Russia, Cuba, and Syria), can form a Delaware LLC and conduct lawful business activities. In this article, we will learn the process to register Delaware LLC for Non-US Resident.
What is LLC Incorporation?
An LLC or Limited Liability Company, is a type of business structure in the United States that offers limited liability protection and pass-through taxation. LLCs are hybrid entities that combine the features of a corporation with those of sole proprietorship a partnership.
Benefits of LLC in Delaware
Forming LLC in Delaware offers several benefits, including:
- Liability Protection: By setting up a Delaware LLC, you can create a strong shield between your personal assets and any business debts. It your business can’t pay its bills or gets sued, this shield helps to keep your personal assets safe.
- Privacy Protection: Delaware corporations are not required to disclose the names of their directors or officers in their formation documents, which can benefit businesses that value increased privacy.
- Structural Flexibility: Delaware allows you to arrange your business as you see fit. This means you can be the owner and manager of your LLC. Running an LLC involves less requirements & paperwork as compared to a corporation.
- Tax Benefits: If your LLC operates outside of Delaware, you won’t have to file a Delaware tax return. Plus, choosing to have your LLC taxed as an S-corporation could potentially save you thousands in taxes.
Process to Register a Delaware LLC for Non-US Resident
To register a Delaware LLC as a non-resident, you can follow the same procedure as a US citizen. You do not need to be a Delaware resident or a US citizen to form a Delaware LLC or incorporation. However, you will need to enlist the services of a Delaware Registered Agent, as all Delaware companies are required to retain a Registered Agent. The process for establishing a business in Delaware is nearly the same as that of US citizen, and you will need to choose a suitable name for your LLC.
A. Choose a Name for LLC
When starting an LLC, choosing a name is a crucial step in the process. Your company’s name should be unique, memorable, and convey the essence of your products or services. It should also be distinguishable from other businesses’ names in the state and meet the state’s business entity naming requirements for LLCs. Here are some tips for choosing a suitable name for your LLC:
- Make it distinctive
- Make it memorable
- Make it meaningful
- Make it legal
- Consider using a trade name
- Get creative
B. Certificate of Organization or Incorporation must be filed
When forming a business entity, the name of the formation document will depend on the type of entity being formed. Here are the key points:
- For corporations, the formation document is called a certificate of Incorporation. This document is filed with the appropriate state agency, such as Delaware Division of Corporations.
- For limited liability companies (LLC), the formation document is called a certificate of organization. Similar to the certificate of incorporation, this document is filed with the relevant state agency, such as the Delaware Division of Corporations.
- Filing of these documents can typically be done either by mail or online through the state agency’s website.
- The certificate marks the beginning of the existence of the corporation or LLC. After filing, there may be additional steps, such as holding an organization meeting to adapt by-laws and elect directors.
C. Get an EIN (Employer Identification Number)
To file and pay taxes in the United States, a Delaware company needs to obtain an Employer Identification Number (EIN). The EIN is a unique identifier for your business with the IRS, similar to how a Social Security Number identifies a person. Here are some key points to keep in mind when applying for an EIN:
- An EIN must be applied for separately from the Delaware filings and directly with the IRS.
- You can apply for an EIN online, by mail, via fax, or with a phone call.
- To apply for an EIN, you will need to file Form SS-4 with the IRS after the state confirms that your articles of organization for Delaware LLCs have been processed.
- The form is one page long and includes detailed instructions.
- Applying for an EIN is free, and the IRS does not charge any service fees for the online application.
Documents Required for LLC Incorporation in Delaware
To incorporate an LLC in Delaware, there are certain documents and requirements that you need to fulfill. Here is a list of the key documents and information needed:
- Legal Name of Partners
- Percentage of partnership for each partner
- Original or Certified copy of Passport
Summary
When it comes to expanding their operations, many non-residents may find that incorporating an LLC in Delaware is an advantageous option. There are several reasons why entrepreneurs choose to expand their businesses in Delaware because of the corporate-friendly environment, low cost, investor preference, and efficient business formation.
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