Delaware LLC - Details

LLC Name

LLC's name must contain the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC" and may contain the following words: "Company," "Association," "Club," "Foundation," "Fund," "Institute," "Society," "Union," "Syndicate," "Limited" or "Trust". LLC's name may also contain the name of a member or manager.

LLC's name must be distinguishable upon the records of the Secretary of State from the names of other Delaware business entities or foreign corporations authorized to transact business in Delaware.

Office Address

Registered office address must be located in Delaware. Our fee includes Delaware registered office address and registered agent for the first year.

Principal office address (business address) may be in any country.

Members

A minimum of one member is required. Residents of any country, individuals and legal entities may become members of Delaware LLC.

Managers

Management of LLC can be governed by its member(s) or by elected manager(s). If a limited liability company operating agreement states that management of the limited liability company is vested in a manager or managers, a minimum one manager is required.

Managers do not need to be members of the limited liability company. Residents of any country, individuals and legal entities may become managers of Delaware LLC. Individual managers shall be eighteen years of age or older.

Managers may be designated and removed by the consent of a majority of the members.

Taxes

LLC is not taxable entity. Income (loss) is passed through to members, and members pay taxes as individuals. Members non-US residents are not liable for US income tax for income derived outside of the United States and passive income derived from the United States, such as interest income, dividend income and capital gains.

Therefore, non-US residents are not liable for any US income taxes, when their LLC conducts business outside of US. If an US LLC trades with US companies from outside of US, such LLC does not conduct business in US. Only presence of permanent establishments of the LLC in US, such as offices, warehouses, etc., allows to classify such LLC as a LLC conducting business in US.

Despite of the fact, that LLC is not taxable entity, under some conditions LLC needs to file annual income tax return with US tax authorities.

No income tax return required if:

LLC conducting a trade or business outside of the United States, and
All LLC's members are non-US residents for income tax purposes.

LLC is required to file federal annual income tax return with IRS if:

LLC conducting business in US, and
LLC has two or more members.

LLC conducting business in US and having only one member is not required to file income tax return. The income and expenses need to be reported on the member's individual tax return.

Public Records

Members and/or managers are not required to be listed in the articles of organization. Members information must be kept in the LLC's principal office, which can be located in US or any other country.

Members names must be listed in the LLC annual income tax return. When LLC conducts business outside of US and all LLC members are non-US residents, there are no requirements of filing of income tax returns in US. Therefore, no members information is passed to the US tax authorities.

LLC Records

LLC is required to keep in its principal place of business, which can be any country, the following documents:

A current list of the name and last known business, residence or mailing address of each member and manager
A copy of any written limited liability company agreement and certificate of formation and all amendments thereto
Copies of LLC's federal, state and local income tax returns (if any)
A copy of any written limited liability company agreement all amendments thereto
Information regarding members contributions (amount of cash and/or statement of the agreed value)
Other information regarding the status of the business and financial condition of the limited liability company.