Delaware LLC – Most
Popular US Entity

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 must be distinguishable and different from the names of already existing businesses registered in Delaware or foreign corporations authorized to transact business in Delaware.

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

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

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

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

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

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

LLC is not a taxable entity. In Delaware, it is classified as a partnership for Delaware income tax purposes. Income (loss) is passed through to members, and members pay taxes as individuals. Members who are 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 a US LLC trades with US companies from outside of US, such LLC does not conduct business in US. Only presence of a permanent establishment of the LLC in US, such as offices, warehouses, etc, allows classifying such LLC as a LLC conducting business in US.

Despite of this fact that LLCs are non-taxable entities, under some conditions LLC needs to file annual income tax return with US tax authorities.

No income tax return is 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.

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

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

All foreigners/non-residents who own a US LLC must file a 5472 US tax return with the IRS for disclosure purposes even if they do not owe tax in the US.

All LLCs formed or registered in Delaware are required to pay an annual franchise tax. The annual taxes for the prior year are due on or before June 1st. Our company will file the franchise tax for your LLC as this fee will be included in our annual renewal fee which will be due the following year.

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

When filing the annual income tax return for a LLC, members’ names must be listed.

LLC is required to keep in its principal place of business, which may be located in 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 LLC 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 LLC 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 LLC

There is no audit requirement.

Not required.

Formation of Delaware LLC usually takes 2 to 5 business days.