Formation de Sociétés au Delaware

Company structure in Delaware

Legal basis - Common law

Legal framework - Delaware Limited Liability Company Act (Title 6, Chapter 18, Delaware Code)

Company form - Limited liability company (LLC)

Responsibility - Members' liability is limited to the extent of their capital contributions.

Capital - It is not necessary to register a minimum or maximum capital contribution.

Members - A Delaware LLC can be created by one or more members, which can be individuals or corporations, resident or non-resident, without limitation. The identity of registered LLC members may not be publicly disclosed.

Manager - The members of the LLC can act as managers or, alternatively, appoint a manager. Company directors are allowed. Details are not publicly available.

Registered address - Each Delaware LLC must have an agent to service the process in the state. This is a natural or legal person who agrees to accept legal documents on behalf of the LLC. If the LLC is physically located in Delaware, it can act as its own registered agent. A registered agent can be an individual resident or a business entity licensed to do business in Delaware. The registered agent must have a physical address in Delaware.

General assembly - There is no statutory obligation for formal meetings of members.

Electronic signature - authorized.

Re-domiciliation - Foreign entities and other American companies can be maintained in Delaware.

Conformity - Accounting records must be kept and must be sufficient to show and explain the transactions of the business. The books, registers and minutes of the company may be kept in any place or country at the discretion of the manager.

SARLs are tax transparent; profits and losses can be passed on by its members and subject to personal income tax. Alternatively, you can choose to tax a Delaware LLC as a C corporation with the IRS and subject to federal corporate income tax.

Delaware LLCs may require a Federal Tax Identification Number (EIN). Additionally, most banks require an EIN to open a business bank account.

Delaware requires LLCs to file an annual franchise tax return by June 1. The fee is 300 $. Delaware does not require LLCs to file annual reports.

A foreign-invested LLC that does not carry on business in the United States and has no income, deductions, or credits from any United States source does not create a United States federal personal income tax liability and does not create an obligation to file US federal income tax returns.

Foreign members may be required to disclose reportable transactions between themselves and the entity, by completing IRS form 5472.


Key figures of companies in Delaware

1st: Delaware is the first American state to have ratified the Constitution of the United States on December 7, 1787. Hence its nickname “First State”.

5,133 km2: the surface of Delaware, wedged between Maryland, Pennsylvania, New Jersey and the Atlantic Ocean. Of the 50 American states, it is the second smallest behind that of Rhode Island. It is the equivalent of the surface of a department like Lozère.

0,4% : the weight of Delaware's economic activity in the total gross domestic product of the United States in 2014. That is to say 63 billion dollars out of a total of 17,316 billion. The growth of Delaware's economy is not exceptional: it reached only 1.2% in 2014, almost half that for the whole country (+ 2.2%).


Formation de Sociétés au Delaware


4,4% : the Delaware unemployment rate in March 2016. A rate slightly lower than the national average (5%) but which is far from the lowest (2.5% in South Dakota).

2nd: Delaware would be the 2nd American state in which it is easiest to create a completely anonymous shell company, behind Nevada, according to a study of 3 American researchers dating from 2012, who tried to open one around the world . Overall, the United States is considered the 2nd most flexible country for the creation of shell companies, behind Kenya.

1.1 million: the number of companies registered in Delaware end of 2014. A figure up 26% compared to 2008… and above all higher than the number of inhabitants of the State (945,934 on July 1, 2015).

65.6% from Fortune 500 companies, which brings together the 500 largest American companies by turnover, are registered in Delaware, although their head office is very rarely based there. This ratio was 58% in 2000.

285.000 : the number of companies, including Apple, Coca-Cola, Berkshire Hathaway and other Google, which would be located in a single building, located at 1209 North Orange Street in Wilmington, Delaware. In reality, they do not really have an office there, but a simple letterbox. It would also be the address chosen by Donald Trump and Hillary Clinton, the two presidential candidates, to register some of their companies.

$ 927.8 million: these are the amounts of taxes and commissions collected by Delaware in 2014 from companies registered in the state. This represented 26% of its budget.

3rd: the place of the United States in the ranking of the most opaque countries on the financial plan, carried out by Tax Justice Network, an organization specializing in the denunciation of tax havens. Just behind Switzerland and Hong Kong. A position that the country owes in particular to the lack of transparency of certain states such as Delaware.


Delaware Corporate Taxation

Those who do NO Delaware business born are not required to file a Delaware corporation tax return, even if they are incorporated under the laws of Delaware.

Who conducts business in Delaware:

Are required to file a corporate income tax return (regardless of the amount, if any, of gross or taxable income) using the form Delaware corporation tax return 1100 where the form reconciliation and declaration of Delaware S-Corporation shareholders 1100S .

The Delaware Division of Revenue offers several options for filing your business taxes and / or paying your business taxes. Please keep the following in mind: (If you are doing business in Delaware, otherwise exempt)

  1. Corporate income tax rate: 8.7% of federal taxable income allocated and allocated in Delaware using an equally weighted three-factor allocation method. The factors are ownership, wages and sales in Delaware as the ratio of ownership, wages and sales everywhere.
  2. Consolidated corporate income statements:  not allowed. Each member of a consolidated group must file a separate return, reporting income and deductions as if a separate federal income tax return had been filed.
  3. Estimated tax liability: To be prepaid by each company in four installments: 50% (due no later than the first day of the fourth month of the tax year) 20% (due no later than the 15th of the sixth month of the tax year) 20% (due to no later than the 15th of the ninth month of the tax year) 10% (due no later than the 15th of the 12th month of the tax year).
  4. Penalties:   at. A penalty of 1½% per month is imposed for non-payment, timely payment or underpayment of installments. b. Late returns are subject to a penalty of 5% per month, up to a maximum of 50% of tax due plus interest of 1% per month from the original due date until payment of tax. In addition, an additional penalty of 1 / 2% per month, not exceeding 25%, is imposed for non-payment (in whole or in part) of the tax debt due on a return filed on time.

Delaware annual tax rate

Delaware LLCs do not have to file an annual report, but they are required to pay an annual fee of 300 $. Delaware LLC state tax payments are due no later than June 1 of each year. The penalty for non-payment or late payment is 200 $, with interest accrued on the tax and penalty at a rate of 1.5% per month.

Delaware Sales Taxes on LLC Sales

Unlike most other states, Delaware does not collect sales taxes.