Key Corporate Features
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General |
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Type of entity: |
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C Corporation |
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Type of law: |
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Common |
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Shelf company availability: |
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No |
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Our time to establish a new company: |
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2 weeks. |
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Minimum government fees (excluding taxation): |
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Varies |
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Taxation on foreign income: |
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Yes |
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Double taxation treaty access: |
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Yes |
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Share capital or equivalent |
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Standard currency: |
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US$ |
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Permitted currencies: |
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Any |
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Minimum paid up: |
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US$1 |
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Usual authorised: |
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Varies |
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Directors or Managers |
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Minimum number: |
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One |
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Local required: |
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No |
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Publicly accessible records: |
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No |
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Location of meetings: |
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Anywhere |
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Members |
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Minimum number: |
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One |
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Publicly accessible records: |
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No |
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Location of meetings: |
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Anywhere |
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Company Secretary |
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Required: |
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Not applicable |
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Local or qualified: |
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No |
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Accounts |
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Requirement to prepare: |
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Yes |
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Audit requirements: |
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No |
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Requirement to file accounts: |
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No |
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Publicly accessible accounts: |
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No |
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Other |
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Requirement to file annual return: |
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Yes |
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Change in domicile permitted: |
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Within USA only |
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Company Information
» Procedure to form
Filing of Articles of Incorporation or Certificate of Incorporation with the Secretary of State in the preferred state of incorporation.
» Language of Legalisation and Corporate Documents
English. If any other language is used it must be accompanied by a translation in English.
» Registered Office Required
Yes. Must be maintained in state of incorporation/formation at the office of a professional registered agent.
» Shelf Companies Available
No.
» Time to Incorporate/Form
2 weeks.
» Name Restrictions
Anything identical or similar to an existing company within the state of incorporation. Additionally, the use of bank or trust within the name of the corporation is prohibited in all 50 states without first obtaining consent from the banking authorities in the state of incorporation.
» Language of Name
The name can be in any language. Some recommended states require an English translation.
» Suffixes to Denote Corporation
Incorporated, Corporation, Limited, Company or their abbreviations Inc, Corp, or Ltd. Some of the recommended states allow other suffixes such as Fund, Association, Foundation, Syndicate, Club, Society and Institute.
Compliance
» Tax
US Corporations are required to file a US Federal Income Tax Return (IRS Form 1120 or 1120A) and pay tax at a progressive rate depending upon the amount of net income. This requirement holds true regardless if the owners (shareholders) are US citizens, non-resident aliens or a combination thereof. Even if the corporation conducts no business in the US and there is no US-source income, it must still comply with the federal tax reporting requirements and payment of tax on worldwide income.
Additionally US Corporations may be subject to State Tax.
» Annual Report/Licence Fees
Of the states recommended, there is either a minimum or 'flat' annual franchise tax or an annual report-filing fee.
Below is a table:
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State of Formation |
Franchise Tax |
Report Fee |
Due Date |
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Delaware |
US$35 |
US$25 |
Mar 1 |
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Florida |
N/A |
US$150 |
May 1 |
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California |
US$800 |
N/A |
Jan 2 |
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Wyoming |
N/A |
US$50 |
Anniversary |
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Oregon |
N/A |
US$20 |
Anniversary |
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New Jersey |
N/A |
US$40 |
Anniversary |
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Nevada |
N/A |
US$85 |
Anniversary |
» Financial Statements
There is generally no requirement to file financial statements with the state of formation unless the corporation owns assets within that state or has conducted business within that state.
» Directors/Managers
The minimum number of directors is one, who must be a natural person. Directors may be of any nationality and need not be a citizen of the United States.
» Shareholders/Members
The minimum number of shareholders is one. A shareholder of a US Corporation may be another corporation (even an international or 'offshore' corporation). |
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