New York

A Tax-Exempt Alternative
For Non-US Residents

US Limited Liability Company Formation
Limited Liability Company Incorporation

The United States LLC is not a partnership or a corporation. It is a distinct business entity that offers an alternative to partnerships and corporations by combining the corporate advantages of limited liability with the partnership advantage of pass-through taxation.

US LLC’s with non-resident members and which conduct no business in the US and which have no US-source income are not subject to US federal income tax and are not required to file a US income tax return. US LLC’s are popular vehicles for conducting international business.

Key Corporate Features

General
Type of entity:	LLC
Type of law:	Common
Shelf company availability:	Yes
Our time to establish a new company:	2 days
Minimum government fees (excluding taxation):	Varies
Corporate taxation:	Fiscally transparent
Double taxation treaty access:	Normally No

Share capital or equivalent
Standard currency:	Not applicable
Permitted currencies:	Not applicable
Usual authorised:	Not applicable

Directors or Managers
Minimum number:	One
Local required:	No
Publicly accessible records:	On formation
Location of meetings:	Anywhere
Members
Minimum Number	One
Publicly accessible records:	Varies by state
Location of meetings:	Anywhere
Company Secretary
Required:	Not applicable
Local or qualified:	Not applicable
Accounts
Requirement to prepare:	Yes
Audit requirements:	No
Requirement to file accounts:	No
Publicly accessible accounts:	No
Other
Requirement to file annual return:	Yes
Change in domicile permitted:	Within USA only

LLC Information
Procedure to Form

Filing of Articles of Organisation or Certificate of Formation with the Secretary of State in the preferred state of formation.

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, for recommended states

Name REstrictions

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.

Suffixes to Denote Corporation

Limited Liability Company and Limited Company or their abbreviations LLC or LC

Time to Incorporate/Form

Generally 2 days, but must allow an additional 5 – 7 business days for delivery of documentation.

Cmpliance
US Federal Taxation

US Limited Liability companies structured for partnership tax treatment with non-resident members and which conduct no business in the US and which have no US-source income are not subject to US federal income tax and are not required to file a US income tax return.

State Taxation

US limited liability companies that conduct no business in the recommended states of formation with non-resident members are generally not subject to state income tax and are not required to file a state income tax return.

Financial Statements

There is generally no requirement to file financial statements with the state of formation unless the corporation owns assets within that state or has conducted business within that state.

Directors/Managers

Normally one.

Shareholders/Members

Normally one.

Forming New York Limited Liability Companies
Further Details and Features

New York LLC is a recognized form of corporate organization especially useful to business developers and entrepreneurs like you. By electing a New York LLC, you pick a corporate form that’s recognized by all fifty states, plus your New York LLC establishes a legal presence for your business in New York State. Advantages In Raising Investor Capital. A New York LLC offers key advantages in the area of raising capital and ownership. Unlike a Subchapter S corporate form which is limited to 75 shareholders, your New York LLC can raise required capital through private placement financings with an unlimited number of private investor-members (which can include persons, trusts, pensions or even other LLC corporation entities).

Incorporation in New York is a fairly easy process but the number of legal issues to consider can make the execution of each stage in the process extremely complex.

Every business owner should incorporate their business, since there are more advantages then drawbacks. Incorporating your company is certainly a good answer to protect yourself from those business lawsuits that come around so often.

Limited Liability Company – LLC

The LLC is a relatively new type of hybrid business structure that is now permissible in most states. It is designed to provide the limited liability features of a corporation and the tax efficiencies and operational flexibility of a partnership.

Formation is more complex and formal than that of a general partnership. The owners are members, and the duration of the LLC is usually determined when the organization papers are filed. The time limit can be continued if desired by a vote of the members at the time of expiration.

10 Basics to Set Up a New York LLC

1. Minimum Number of Incorporators – One or more.
2. Eligibility Requirements – None.
3. Duties – Delivering articles of incorporation to the Secretary of State for filing.
4. Listing Requirements – The name and address of each incorporator.
5. Corporate Purpose: New York allows a corporation to be formed for any lawful purpose(s).
6. Minimum Number of Directors – One or more.
7. Eligibility Requirements – The articles of incorporation or bylaws may list director qualifications. A director does not need to be a resident of this state or a shareholder of the corporation unless stated in the articles of incorporation or bylaws.
8. Listing Requirements – When incorporating in New York, directors are not required to be listed in the Articles. Either the articles or the bylaws may specify the number of directors.
9. Officers are not required to be listed in the articles of incorporation.
10. The articles must list the number of shares the corporation is authorized to issue, including certain information on classes and the par value of each share.

Main Advantages to Incorporate in New York

The main advantages of incorporating in New York are: lawsuit protection, credibility, tax savings, deductible employee benefits, anonymity, and the simplicity of raising capital. By creating a separate legal entity for personal protection purposes, a New York corporation has a broad range of powers beyond that of the standard sole proprietorship such as small claims court benefits, separate liability for corporate debts, and best of all perpetual duration. When you incorporate in New York you create a separate legal individual.

When you register business in New York you form a separate entity from the one or ones who own the corporation. Consequently, when a New York corporation is sued, there are provisions in the law which protects the owners (shareholders) and mangers (officers and directors) from all personal liability.

Forming an LLC (Limited Liability Company) in New York is simple. If you incorporate a New York LLC you will receive protection from personal liability for things like lawsuits ad other financial claims against the company. In an LLC, you do not issue stocks to raise funds, or revenue for capital investment. Instead, members are issued interest certificates that reflect the amount or share of their investment in the company. An LLC is run by the members, and the power vested in these members is determined by percentage of ownership. You can register an LLC by filing with the office of the Secretary of State. In most cases this process is simple, and takes as little as a couple of days to complete. It’s a good idea to consult with an attorney or other financial adviser before filing for this status. You may want to weigh the alternatives to determine which business structure meets the needs of your business, your customers and your partners.

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Set up LLC or limited liability Corporation is a popular choice among all business owners especially the small businesses for the liability protection, management flexibility, as well as tax advantages. LLC shields the business owners from the debts of and any judgments against the business. Until recently, the corporate form of business organization provides the only protection to entrepreneurs from the dangers of unlimited personal liability exposure. TBA & Associates offers finest LLC set up services!