Formation of USA Limited Liability Company (Nevada LLC).
A Nevada Limited Liability Company is an effective business tool for tax optimization and asset protection for non US residents.
FACTS & INFO
The Nevada LLC is a unique non-taxable offshore corporate structure, frequently used for conducting international business outside of the United States. An LLC is formed by one or more business people, as owners. The owners, called Members, file Articles of Organization and set out an Operating Agreement. An LLC is a pass-through type of business, because the profits and losses are passed on to the Members depending on their share of membership.
In October, 1991, Nevada enacted the legislation which enables the formation of a Nevada Limited Liability Company (LLC). An LLC is a combination of a corporation and a partnership which has become extremely popular in recent years. Like a corporation, an LLC has a legal existence separate from its owners; and the owners and managers are not personally liable for the company’s debts and obligations. Like a partnership or an S-corporation, an LLC is automatically treated as a pass-through entity for tax purposes. Key elements of a Nevada LLC include:
- A creditor of the owner of a Nevada LLC cannot seize the assets of the LLC.
- A single-member Nevada LLC is automatically disregarded as an entity separate from its owner and includes all of its income and expenses on the owner’s 1040 tax return.
- A Nevada LLC with two or more members is treated as a partnership.
- There is unmatched contractual flexibility with a Nevada LLC. Nevada law provides rules only on matters on which the members have failed to agree. This is known as Freedom of Contract and nowhere is it stronger than in Nevada.
- Personal liability is limited for owners and managers to the amount of their investment in the company, just like a corporation.
- Non-U.S. owners of a Nevada LLC with no U.S. source income pay no U.S. taxes whatsoever.
- A Nevada LLC may be formed by one or more organizer or member.
The Nevada LLC may not use a name identical or similar to an existing company within the State of Nevada. The use of the following words is also prohibited: Bank, Insurance, or Reinsurance. In a Nevada company formation, the Limited Liability Company must have these words after the company name or the abbreviation thereof i.e. Limited Liability Company, L.L.C., or LLC.
An LLC does not issue shares and therefore does not have shareholders. The owners of an LLC are referred to as members. A Nevada LLC may have a minimum of one 'member' (owner) or more. Each member of a Nevada LLC is liable only to the extent of his or her percentage of ownership in the LLC. Members may be individuals or corporate bodies. There is no limit on the number of members allowed in a Nevada LLC.
The management of a Nevada LLC is based on an agreement between its owners, who are known as members. A Nevada LLC allows a customized management structure, which dictates the economic relationship among owners. While Nevada law permits a Nevada LLC to be managed by its members, it does not require members to be managers. The Nevada LLC statute allows parties to define their business relationship in the written agreement however they wish. This is called Freedom of Contract. Nevada Law provides rules only for those matters on which the parties have failed to agree. The contractual flexibility offered by the Nevada Act is unmatched by any other LLC statute. For example, unlike a corporation, an LLC can distribute profits in any manner described in the LLC agreement, regardless of ownership share. The structure of the LLC does not provide for a Board of Directors.
REGISTERED OFFICE AND LOCAL AGENT/SECRETARY
Nevada law requires for Nevada LLCs to have a registered agent when a company is first formed and throughout the life of it. The registered agent’s name and address are included on the formation documents. This information is a matter of public record. The registered agent is responsible for receiving important legal and tax documents including: notice of litigation (service of process), franchise tax forms and annual report forms.
There are no statutory requirements concerning meetings of members or record keeping. It is recommended that with two or more members, a Members’ Agreement be entered into. If meetings are held by members, this may be done anywhere in the world and in any way convenient to the members.
Usually it is 1 working day, but we may need up to 10 working days for legalization of the documents and delivery by courier.
RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR
- Recurring Maintenance Fees as from 2nd Year - $700
- Provision of registered office and registered address
- Provision of company Secretary and registered agent
- Payment of annual government fee
A Nevada Limited Liability Company (LLC) does not pay US State or Federal income tax if its owners are not US citizens or Green Card holders, its offices are located outside of the US, and the LLC does no business in the US. The IRS tax treatment of a Nevada LLC is on the flow-through tax basis. That is the LLC is not taxed on its profits. The income of the LLC is distributed to its members who are taxed on a personal income basis.
Non-resident aliens are not taxable by the US on income derived outside of the US. If an LLC derives its income outside of the US, the non-resident aliens do not file tax returns.
AUDIT AND FINANCIAL RETURNS
A Nevada LLC is not required to file State or Federal tax returns. Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company. An Annual Report is required only in cases where there is distribution of profits to US residents.
Our Services & Requirements
OUR SERVICES FOR THE COMPANY FORMATION IN NEVADA(USA) INCLUDE:
- Name check and approval
- Filling the incorporation documents with the the Secretary of State
- Payment of the government fees
- Provision of registered agent, office and address for one year
- Provision of company Secretary for one year
- Rubber stamp
- A standard set of original corporate documents:
- Certificate of Formation
- Operating Agreement
- Action of Organizer
- Membership Certificate
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of the USA.
DOCUMENTS REQUIRED FOR THE COMPANY FORMATION
Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
- Original or certified copy of Banker’s reference letter (dated within 3 months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, STARTING BUSINESS will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.