Establishing an offshore company in the United States is no different from opening a business in
other countries. A company may be established in one or more states of the country. When
registering a company in the USA, it is important to bear in mind that the country has a
two-level tax system, which consists of state and federal taxes.
IMPORTANT. Each state in the United States has its own regulations
regarding the incorporation of a foreign company and each state has its own requirements for
incorporating a company. Therefore, each state requires a different set of documents for company
registration. You should familiarise yourself in advance with state laws and the amount of taxes
and charges in order to submit a proper set of documents. It is also important to note that in
addition to state taxes, there is a system of federal taxes and charges. For the purposes of
this article, we will look at starting a company in one of the most popular states for this
6 simple steps to purchase a company
choosing a country
choosing a bank
payment (by any method)
bank account opening
Organisational and legal forms
Delaware law provides for the possibility of establishing:
Limited Liability Company;
One of the most popular and widespread legal forms is
Limited Liability Company. A Limited Liability Company (LLC) is a relatively new type
of hybrid business structure that is allowed in most states. This organisational
structure has the advantage of limited liability, like a corporation, as well as tax
efficiency and operational flexibility, like a partnership. The owners of the
company are called members, and the length of existence of an LLC is usually
determined by its members in the articles of association, which may be extended at a
later date. Membership is open to both legal entities and individuals, there are no
residency requirements and the minimum number is 1. There is no minimum amount of
Requirements for the company name:
The company name must contain the words "Limited Liability Company" or the abbreviation
"L.L.C." or the designation "LLC";
The company name must be different from that of the registered companies;
The company name must not contain the following words: board of trade, state police, chamber
of commerce, state trooper, community renewal, tenant relocation, corporation, urban
development, incorporated, urban relocation, partnership;
The company name must not contain the following words or their abbreviations: acceptance,
guaranty, annuity, indemnity, assurance, insurance, attorney, investment, bank, lawyer,
benefit, loan, bond, mortgage, casualty, savings, doctor, surety, endowment, title,
fidelity, trust, finance, underwriter unless an endorsement by the head of the state banking
department or the head of the insurance department is attached to the articles of
association, or the words "doctor" or "lawyer" or an abbreviation is used in a context that
means a purpose and not the practice of law or medicine;
Unless the approval of the state social services department is attached to the articles of
association, it must not contain the word "blind" or "handicapped". Such approval must be
granted by the Department of Social Services if, in its opinion, the word "blind" or
"handicapped" used in the name of the limited liability company would not mislead the public
into believing that the company is established for charitable or non-profit purposes
relating to the blind or handicapped;
Unless the approval of the Attorney General is attached to the articles of association, it
must not contain the word "exchange" or its abbreviation. Such approval would not be granted
by the Attorney General if, in their opinion, the use of the word "exchange" in the name of
a limited liability company would imply that the company is doing business where brokers,
dealers or traders are trading in securities or commodities;
The company name must not contain the following terms: "school," "education," "elementary,"
"secondary," "kindergarten," "pre-kindergarten," "preschool," "nursery school," "museum,"
"history," "historical," "historical society," "arboretum," "library," "college,"
"university" or other terms prohibited by Art. 224 of the Education Act; "conservatory,"
"academy," or "institute," or any prohibited abbreviations or derivatives of these terms
that require the approval of the Commissioner of Education.
Key stages of registration
The establishment of a company in individual states has its own specific features defined by
local legislation. However, the key steps in registering a company remain the same regardless of
the state. For instance:
the choice of legal form of organisation;
the definition of the company name, which must not repeat any of those already registered;
the selection of the state in which the incorporation of the company will take place;
Identification of a registered agent – an individual or legal entity who will be responsible
for the relationship between the public authorities and the future company itself;
filing an application with the Secretary of State;
Registering a company with the US Internal Revenue Service and obtaining a Federal Tax ID to
run your business.
Opening a bank account.
Specify the legal address of the company for receiving business correspondence.
Licensing of certain company activities in the USA (if necessary).
Preparation of internal corporate documents, appointment of a director of the organisation.
US offshore zones
A company registered in the United States is a reliable and prestigious tool for carrying out
various transactions, conducting business activities and performing operations of all kinds. At
the same time, US offshore zones are a concoction of unscrupulous intermediary registrars who
attract those wishing to register a company in a foreign jurisdiction. It should be remembered
that US legislation does not provide for offshore companies in this country. Why is there the
perception of the functioning of such zones in the US? First of all, the reason is that it is
perfectly possible to do business in this country legally and with no tax obligations on the
For companies incorporated in the form of an LLC, the legislation provides for a Disregarded
entity regime, in which the income of the entity is equal to the income of its owner. However,
if the owner is a non-resident of the country and does not receive money within the US, there is
no need to pay any taxes. The use of this regime does not even require reporting. In essence,
when incorporation firms offer to purchase an existing offshore company in the US, they mean
providing the client with just such a company. It is not a "tax-free haven" in the traditional
In practical terms, in the US, offshore companies operate according to the scheme described.
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