Sale and registration of offshore companies in the Seychelles. Delaware

The state of Delaware is located on the east coast of the United States of America and is bordered to the north by the state of Pennsylvania, to the south and west by the state of Maryland. Delaware is one of the smallest federal states (nearly 5,300 square meters and 600,000 inhabitants) and at the same time one of the most industrialized in the United States. More than half of the 500 successful American companies are registered here. For a long time, Delaware has led the way in choosing a place to register a company in the United States due to flexible and simple legislation.

Information about offshore companies

Companies that are incorporated in Delaware and do not operate in Delaware do not have to pay state taxes, but must pay federal taxes. In addition, they pay a fixed annual fee. Moreover, unlike in other countries, one or both directors are not required to be residents of Delaware. Another positive feature of Delaware is its excellent judicial law, which is used to interpret almost any provision of local corporate law. Unlike the jurisprudence of other states, Delaware courts routinely provide speedy litigation for corporate disputes.

Company registration

Registration term. Official - a month, but it can be reduced to 24 hours with an appropriate surcharge established by the state. In this case, registration will take several days (24 hours plus several days to prepare a set of documents and certify them with an apostille).
Registration procedure. Corporation: prepares and signs the memorandum of association, develops the charter; whereupon the memorandum of association and application for incorporation are filed with the Secretary of State.

Partnership: Partners must provide the State Secretariat with a signed certificate containing information about the type of partnership, its members, capital structure, etc.

LLC: A certificate of incorporation is submitted to the state secretariat with the name, registered office, name and address of the registered agent, and the date the LLC was liquidated, if such date is specified in the LLC agreement.

Company types- corporation, limited liability company (LLC), partnership (general or limited).

Name. All names must have the ending: "Limited", "Ltd." or "Incorporation", "Inc.", "Corporation", "Corp.", or "Company". The words: "Bank", "Insurance", "University", "Trust", "Trustee" may not be included in the company name without additional permissions.

Authorized capital Minimum. There are no requirements.

Stock There are no restrictions on the type of shares. Commercial corporations issue, as a rule, common and preferred shares.

office requirements You must have a registered office.

Corporate law US Commercial Code. Partnership Act 1914 (Uniform Partnership Act). The Uniform Limited Partnership Act of 1916 and the Revised Uniform Limited Partnership Act of 1978. Delaware Law on Limited Liability Companies of 1992 (Limited Liability Company Act of Delaware). Revenue Ruling 93-38 (applies to LLCs). Delaware Corporation Law (General Corporation Law of Delaware).

Prohibited Activities A special license is required for the provision of banking, insurance and reinsurance, trust services.

Confidentiality The only document that must be registered in Delaware is the abbreviated form of the Institutional Certificate. The information contained in the certificate of incorporation may be provided to any interested person. In this case, it is not difficult to maintain confidentiality, since the owners are not required to draw up a certificate of incorporation of the company and be mentioned in it.
In the annual return form, when the annual fee is paid, the names and addresses of the managers and directors are indicated. Information about the shareholders of the company is not disclosed. There is no need to disclose company assets (unless the company itself wants to do so).

taxes. Corporation: corporate tax rate - from 15 to 34%; in the state, a duty is paid - $ 60 (since 2004).

Partnerships: taxes are paid on the income of their entrepreneurs at a maximum personal rate of 28% - if the partners are US residents.

LLC: taxation of the owner's natural person; annual fee in the state - $ 200 (since 2004).

Double tax treaties. If the LLC operates in a non-resident mode, then it is not a tax resident of America, and double tax treaties do not apply to such companies.

Reporting. Federal annual financial statements are required. There is no financial reporting at the state level. Delaware law does not require an independent audit of accounts, nor does it oblige you to keep any corporate documents in the state of incorporation.
Partnerships submit tax returns - in the case of doing business in the state, as well as individual tax returns.

Managment structure Managers The minimum number is one (for both corporations and LLCs). Citizenship - any. Nominee service is possible.

Secretary. There are no requirements.

Shareholders / owners
Corporation. The minimum quantity is one. Citizenship is American.
LLC. The minimum number is one, it can be both an individual and a legal entity. Citizenship - any.
If the owners are legal entities, then work in a non-resident mode is not possible.

Meetings of directors. Phone meetings are allowed. (The board of directors, among other things, may make important decisions as a result of joint written consent without holding meetings.)

Meetings of shareholders. Instead of a meeting of shareholders, the written consent of the shareholders is permitted.

Jurisdiction is contained in the second group of instructions of the Central Bank of the Russian Federation (1317-y). It is not blacklisted by the OECD and the Financial Assistance Task Force (FATF). Participates in the 1961 Hague Convention

ANNUAL FEE (Corp.)/LLC	60/200$
Annual legal support	490$

Advantages:

1. Delaware is considered the most attractive state in the nation for organizing.
2. Delaware courts have a reputation of reaching reasonable and fair conclusions when constructing the corporation laws.
3. Only one incorporator is required. A corporation may be the incorporator.
4. There is no minimum capital requirement.
5. The franchise tax compares favorably with that of other states (usually $30/year).
6. For offshore companies doing business outside of Delaware, there is no corporation income tax.
7. Delaware has no sales tax, personal property tax or intangible property tax on corporations.
8. No taxation upon shares of stock held by non-residents and no inheritance tax upon non-resident holders.
9. A Corporation may keep all of its books and records outside of Delaware.
10. You may have a principal place of business/address outside of the State of Delaware as well.

Regarding the Federal taxes: if you are US citizen or US resident (US taxpayer) and you file taxes in the US, a LLC is treated as a partnership and is not subject to corporate income tax.

Any profits or losses are passed through to the members of the LLC to report on their personal income tax.

Therefore, The LLC DOES NOT PAY ANY INCOME TAXES!

DELAWARE COMPANY FORMATION

Procedure to form:

• Corporation: Filing of Articles of Incorporation or Certificate of Incorporation with the Secretary of State.
• LLC: Filing of Articles of Organization or Certificate of Formation with the Secretary of State.

Language of legalization 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: Yes

Time to incorporate/form
Generally 2 days, but must allow an additional 5 – 7 business days for delivery of documentation.

Name restrictions

Corporation: 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.

LLC: Anything identical or similar to an existing company within the state of formation. Additionally, the use of bank, trust, insurance or reinsurance within the name of the LLC is generally prohibited in all 50 states. This is because limited liability companies in most states are simply not allowed to engage in a banking or insurance business.

Language of name
The name can be in any language. Some recommended states require an English translation.

STRUCTURE OF MANAGEMENT

directors/managers

Corporation: 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.

LLC: One manager either a natural person or a body corporate of any nationality.

Shareholders/members

Corporation: The minimum number of shareholders is one. A shareholder of a US Corporation may be another corporation (even an ).

LLC: The minimum number of members is two. This number (or greater) ensures automatic tax classification as a partnership, the advantages to which are described above under “Taxation”.

To learn more about offshore Companies in Delaware please

The creator of the Mailburn email application, Daniil Pavlyuchkov, wrote a column for the site about registering a company, formalizing relations between founders and employees, and other legal nuances of developing startups in the United States.

If you founded a startup or work in a startup whose main jurisdiction is the United States, then you must understand legal documents and terms no worse than Louis Litt, otherwise your ignorance is likely to be turned against you. And lose control of the company or get sued with intellectual property claims from a former employee.

In this article, I will talk about a package of documents and related terms that any corporation in the United States must have. We will take the classic Delaware C-Corp as an example.

Why Delaware

First, there are the most favorable tax incentives. That is why 63% of Fortune 500 companies are incorporated in Delaware. For foreigners, there is a separate bonus - you do not need to be a resident of a state or even a country in order to be a shareholder, director or top manager of a company. And, of course, Delaware has an extremely advanced set of corporate laws with a minimum of bureaucracy and a huge practice of resolving disputes with a high predictability of the outcome.

List of documents

In this article, we will discuss the key documents that every self-respecting startup should have, and the main points in each of them.

1. Certificate of Incorporation;
2. capitalization table;
3. Bylaws;
4. Common Stock Purchase Agreement;
5. Assignment of Technology Agreement;
6. Tech Assignment with NDA;
7. Consulting Agreement;
8. Options;
9. Warrant.

Certificate of Incorporation

Offshore in Delaware- an actual US offshore zone for merchants from Russia, Ukraine and the CIS countries. It is an effective solution for international business activities. The regulations of this state are very convenient if they are considered in terms of commercial activity, especially for the largest managing corporations. This is due to the fact that many large-scale American companies are registered in Delaware, even if they do not actually do business in other states.

Benefits of opening a company in an offshore Delaware zone

The key unconditional factors for which this state is the attractiveness of the territory for opening a company and the following advantages:

• favorable legislation for doing business;
• a defined and phased legal system;
• tax regulations that are beneficial to firms that operate out of state;
• Plus, Delaware is considered the best for:
• establishments of start-up firms - easy to register, no taxation on intangible assets;
• Foreign firms expanding into the US market.

Corporate jurisdiction

Delaware is more advanced and more loyal than in other states. Its authorities control non-compliance with the regulations, which provides enterprises with good legal protection.

Offshore registration process in Delaware

For opening a company in Delaware the registered agent submits the Articles of Association and Memorandum of Association to the Registrar of Companies. If the requirements are met, the firm is assigned an original number and a license to incorporate is issued.

The process of opening a company abroad is troublesome and lengthy if carried out on its own. If you want to open a company in Delaware, our company Positive Invest will help with this. We are ready to take the responsibility and register your business in offshore Delaware. We will collect the documents and perform the turnkey registration. All that is required of you is to wait for the certificate for two to three weeks. Positive Invest operates legally, so you can trust us.

LLC (LLC) companies enjoy similar privileges as the shareholders of a corporation. But taxation is quoted as on the members of society, as in cooperation. That is, the company itself does not need to pay taxes and file a tax return. But the LLC will pay a $300 franchise tax each year. Such an amount is clearly beneficial, given the fact that other taxes will not apply in addition to it.

Turn to professionals if you want open a company in Delaware or other offshore.

Mikhail Trofimov shared his experience of opening a company remotely in the USA.

In the summer of 2015, before creating Reveal, we were developing a product for the Stripe payment system. And since Stripe is not supported in Russia, we had to choose alternative countries to open a new company.

List of supported countries in Stripe

Why USA

Initially, America seemed like an expensive and difficult option, so we considered Singapore, Estonia with its electronic citizenship, the UK and other countries. But in the end, it turned out that opening a company in the USA is easier, cheaper and much more promising for a startup than anywhere else. The entire registration took us about two weeks and we spent about $300.

And of course, having a company in the USA, you can easily apply to an American accelerator and communicate with any investor. For us, the fact of having a company in the United States allowed us to open many doors and feel calm in the negotiations.

What should be done

To connect the payment system and start accepting money, it is enough to take three steps:

1. Register LLC or C-Corporation.
2. Get an EIN tax identifier (similar to our TIN).
3. Open a bank account.

Opening Delaware Corporation

We opened a company in the state of Delaware in the form of a C-Corporation. This is the most common state and the most common form of activity for a startup. Why? Delaware laws are great for startups and investors, and C-Corp allows you to split your company into several million shares.

This option is suitable when attracting investments and distributing options to employees. And of course, if you're going to IPO, you'll also need a corporation. You can read more about this.

To open a C-Corp in Delaware, you do not need passport data and personal presence. You just need to fill out a form on one of the online services and pay.

We opened a company through the Delaware Registered Agent service. They also recommend Legalzoom and Delawareinc, and in general there are hundreds of companies with such services at the request of “delaware corporation”.

There is also such a service from Y Combinator, Clerky. It is tailored specifically for startups, and it already has correctly configured templates for opening a company and all subsequent documents.

You need to fill out the following form

company name

First, you need to select a company name that is not taken. You can check this. The corporate name usually ends with Inc. or Corporation.

Share Authorized

Number of authorized shares - the number of shares in your company. Y Combinator and other startup lawyers recommend dividing the company into 10 million shares at once.

Par Value

The cost of one share. It is very important to enter $0.00001 per share if you are issuing 10 million shares. That is, the total cost of your company will be equal to $100. In this way, you will save yourself from the huge Delaware taxes, which are calculated based on the value of the company's shares.

Registered Agent

Mandatory service when opening a company in the state of Delaware. It is paid automatically when opening a company for 1 year and it will need to be paid annually. In fact, he acts as an intermediary between the state and your company.

mailing address

Your postal address. We used the virtualpostmail.com service to register a postal address in California. Letters come there, they scan them and it costs only $10 a month.

Fill out the form, pay, and in a couple of weeks you will have a certificate of incorporation in the state of Delaware.

Get EIN

An EIN can be obtained by filling out an online form, but only for those who have an SSN. Citizens of Russia do not have this number, so you need to fill out the form SS-4, fax it or call the US tax office by phone. For the phone, you can use free Google Hangouts via US VPN. More information .

A few days ago, Stripe launched Atlas on Product Hunt and announced that anyone who clicked on the link would be placed into the Stripe Atlas program out of turn.

Payoneer is the easiest and most reliable way to get a US bank account. Register, you will receive a plastic card in the mail, and in your personal account you will find details that can be entered into Stripe.

This account will not officially be your US company account, so this option is only suitable as a temporary solution: get your first customers, save up for a ticket to the US and open a normal bank account.

You still have to pay a lawyer

Incorporation is the easiest step on the path of documentary work for a startup. After you have created a company, received the first clients and decided to attract investments, you will need the so-called Post-Incorporation Setup. And it includes:

• 83(b) Election and Instructions.
• Action of Incorporator.
• Board Consent.
• Bylaws.
• Confidential Information and Invention Assignment Agreement.
• Notice of Stock Issue.
• Restricted Stock Purchase Agreement.
• Transaction Summary.

These documents often require a personalized approach, so be prepared to shell out about $1,000 for this package of documents to a qualified American lawyer. But this only makes sense when you are ready to raise a full round of investments.