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Offshore Company Formation USA

Updated on Wednesday 09th May 2018

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The American state of Delaware is considered a tax heaven by most of the investors, mostly for the lack of taxation of the non residents. There is no special legislation applicable to LLCs; the investors must respect the regulation of the Common Law.

No tax is applicable for the offshore company if all the employees are non-residents and if the company is not permanently hiring US citizens or performing any business in connection to the US market. No sales on tax and no VAT are applicable for the limited liability companies opened in Delaware. Non residents are not subject to personal income taxes. There is no minimal share capital requested at incorporation.


The basic form of organization of an offshore company opened in Delaware is the limited liability company. In order to incorporate an offshore company in Delaware, the following steps have to be considered:

 1. For the limited liability company to be registered in Delaware, a Registered Agent must be appointed.

2. After choosing the proper Agent, the entrepreneurs are advised to check the availability of the desired name at the Delaware Division of Corporations. The name of the offshore company must be followed by one of the following terminations: "Limited Liability Company", "L.L.C.", or "LLC". If the name is available, it may be reserved for a period of 120 days in exchange of a fee.

3. Thirdly, fill the certificate of incorporation with the Secretary of State. This certificate must state: the name of the company, the address and other specific details included by the company’s members. The certificate filling may be sent trough post or fax to the Delaware Division of Corporation.

4. The next step after registering with the Secretary of State Division of Corporation, based on the Certificate of Incorporation, is applying for the Federal Identification Number from the IRS.

5. If the company is planning to have employees, it has to be registered at Delaware Department of Labor. Even if the company will not have employees is necessary to be registered at the Department of Finance, Division of Revenue. The registration is available non stop thanks to the on-line one stop.

6. Finally, the company has to contact the relevant state agencies for the type of performed business.

The formation of an offshore company in Delaware doesn’t take longer than 2 days.


- A limited liability company in Delaware is formed by at least one member.

- No minimum share capital is requested at incorporation and the existing capital is divided into shares, received by each member.

- It’s advisable for all the non residents’ members to be natural persons, or the company could be considered a branch (and pay corresponding taxes).

- The 100% foreign presence is allowed in an offshore company opened in Delaware.

- A secretary is not mandatory to be appointed, but advisable.

- The general meeting of the members can take place anywhere in the world and there are no regulations regarding the frequency of this meetings.

- All the limited liability companies in Delaware must have an appointed Registered Agent (service provided by BridgeWest).

As a particularity, the limited liability companies don’t need to file annual account but is mandatory for it to pay an annual tax at the Secretary of State(as we speak, the amount is 250 dollars)


- drafting the Articles of Association (necessary for the company incorporation in DELAWARE); The Articles of Association of the DELAWARE company can be signed through Power of Attorney.

- drafting all other documents required for the incorporation of the DELAWARE company; these documents include: Specimen Signatures, Special Forms provided by the Company Registration Office in DELAWARE, passport copies etc.

- offering a Registered Office in DELAWARE for your company, which is mandatory to have for starting a business in this offshore jurisdiction. (The registered office may be any address where the DELAWARE Company declares to have its headquarters)

- setting up a bank account for your DELAWARE company.


- The organization and the activities of the limited liability companies in Delaware are regulated by the Limited Liability Company Act.

- A limited liability company formed by a single member is treated as a sole proprietorship most of the times so it’s advisable to have more than two members.

- The most common form of business in the Delaware is the company limited by shares.

- A company may choose to open an account in a US bank, but may also operate through branches of foreign companies.

- Every organization incorporated in Delaware and conducting business here is obligate to file Corporate Income Tax Return every year. The companies incorporated here but not conducting business are not obligated to submit the above document.

- In Delaware, the sales tax is 0% and the Value Added Tax is inexistent.

- The basic Corporate Income Tax Rate is 8.7 %.

- The estimated tax liability is payable in four trances: 50% (payable on or before the first day of the fourth month of the taxable year) 20% (payable on or before the 15th day of the sixth month of the taxable year) 20% (payable on or before the 15th day of the ninth month of the taxable year) 10% (payable on or before the 15th day of the 12th month of the taxable year).

- The personal income tax for sums that exceed 60,000 USD is 6.75%. This is the maximum personal income tax, for the incomes lower than 60,000 USD another five brackets may be applied.

- The members of an offshore company, which doesn’t have US residency, are not income taxable. Also if the incomes are achieved outside the US, the foreign citizens don’t need to file tax returns.

- The offshore companies are more than welcomed in Delaware.

- The corporate law benefits have attracted more than half of the American companies to incorporate business here.

Bridgewest provides company formation services in DELAWARE. Please contact us for more information and prices.



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