Limited Liability CompanyUnited States · Delaware
What it takes to form, own and run a private limited company in United States · Delaware, and how its profit is taxed. Each figure links to the page it was read from.
This company type
At a glance
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no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company.
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In order to form a limited liability company, 1 or more authorized persons must execute a certificate of formation.
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In order to form a limited liability company, 1 or more authorized persons must execute a certificate of formation. The certificate of formation shall be filed in the office of the Secretary of State and set forth:
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a domestic limited liability company or a foreign limited liability company qualified to do business in the State of Delaware shall be classified as a partnership unless classified otherwise for federal income tax purposes
Form it
Who registers it
- Registry
- Formed without visiting
- Yes
- Formed online
- Yes
What it takes to form
- A notary
- Not required
- A resident director
- Not stated
The registry’s and the law’s own pages do not mention it.
- Paying up the capital
- Not in our records
Own it
Who may own and run it
- Directors
- Does not apply
- Shareholders
- A company may be one
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In order to form a limited liability company, 1 or more authorized persons must execute a certificate of formation.
- Members
- At least 1 · one person may form it alone
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In order to form a limited liability company, 1 or more authorized persons must execute a certificate of formation.
- A local company secretary
- Not required
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(1) The name of the limited liability company; (2) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 18-104 of this title; and (3) Any other matters the members determine to include therein.
- A local registered agent
- Required
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The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 18-104 of this title
Each year, at the registry
- Annual registry fee
- USD 300 (about €262)
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Although Limited Partnerships, Limited Liability Companies and General Partnerships formed in the State of Delaware do not file an annual report, they are required to pay an annual tax of $300.00.
- Accounts on the public record
- Not stated
The registry’s and the law’s own pages do not mention it.
- Audit for a small company
- Not stated
The registry’s and the law’s own pages do not mention it.
- Audit
- Not in our records
Important dates
When each obligation falls due, as the authority states it.
- Pay the annual LLC tax
- 1 June
With Delaware Division of Corporations (Franchise Tax)
Due June 1 of each year following the calendar year in which the Certificate of Formation becomes effective.
What is public
- Directors
- Not recorded
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Alternative entities are not required to list members and/or managers.
- Shareholders
- Not recorded
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Alternative entities are not required to list members and/or managers.
Tax
Tax on profit
How this company type is taxed, which can differ from its place’s headline rate.
Owners choose+4 regimes
For Delaware tax an LLC is classified as a partnership unless classified otherwise for federal income tax purposes; federally a multi-member LLC is a partnership unless it elects corporation status on Form 8832, and a one-member LLC is disregarded unless it elects.
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a domestic limited liability company or a foreign limited liability company qualified to do business in the State of Delaware shall be classified as a partnership unless classified otherwise for federal income tax purposes
Special regimes that may apply
- Deduction for foreign-source portion of dividends received from specified 10-percent owned foreign corporations holding · 100% exempt
Domestic corporations that are United States shareholders of a specified 10-percent owned foreign corporation, on dividends received from it 26 U.S.C. § 245A(a) - Deduction for foreign-derived intangible income and global intangible low-taxed income other · 37.5%
Domestic corporations with foreign-derived intangible income, and with GILTI included under section 951A 26 U.S.C. § 250(a)(1) - Alternative tax on qualifying shipping activities tonnage
Electing corporations engaged in qualifying shipping activities 26 U.S.C. § 1352 - Qualified opportunity zones free zone
Taxpayers with eligible gains who invest them in a Qualified Opportunity Fund holding property in a designated zone 26 U.S.C. § 1400Z-1 (designation) and § 1400Z-2 (deferral and exclusion), enacted by the Tax Cuts and Jobs Act of 2017, Public Law 115-97
Whether a company qualifies depends on its activity and conditions set in each statute.
- CFC rules in United States
- Not in our records
Close it
Closing it
The other end, which most guides leave out.
- Route
- Dissolution under the LLC agreement or the Act, winding up, then a certificate of cancellation filed under 6 Del. C. 18-203.
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until the filing of a certificate of cancellation as provided in § 18-203 of this title
- Statutory fee
- Not in our records
Every business in United States · Delaware
Sales and consumption tax
- The tax
- Sales tax (state and local)
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you can elect to deduct state and local general sales taxes
- Standard rate
- Set by the states or provinces
There is no national VAT or sales tax; rates are set by each state and locality.
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you can elect to deduct state and local general sales taxes
- Registration threshold
- Not in our records
- A foreign company
- See the note
Sales tax is administered by state and local authorities, not the federal government, so there is no national registration rule to record.
- Tax authority
- Internal Revenue Service (IRS) at federal level; sales tax is administered by state and local authorities
Portals and registers
- Business registerNone — state-level business registries; no single national registry
- Tax authorityInternal Revenue Service (IRS)
- Tax treatiesUS Department of the Treasury - Tax Treaties
Payment and banking services
6 services name United States on their own list: Paysera, Airwallex, Stripe, Revolut, Brex, Mercury. Each provider, and what a listing means.
Reference
Its name and code
- Kind
- Private limited companyDerived our grouping, the same words in every country
- Name in law
- Limited Liability Company
- ISO 20275 code
- HZEHSecondary GLEIF, Entity Legal Forms code list