OUR OFFICES: LONDON, UK Office | +44 20 3769 1690  –  CORK CITY, Ireland Office | +353 21 202 8069  –  Contact Monday to Friday: 9 am to 6 pm GMT time  –  Skype: CALL | CHAT

OUR OFFICES:
LONDON, UK Office | +44 20 3769 1690
CORK CITY, Ireland Office | +353 21 202 8069
Contact Monday to Friday: 9 am to 6 pm GMT time 
Skype: CALL | CHAT

SET UP YOUR BUSINESS IN
USA, STATE OF NEW YORK

We support all worldwide
Investors & Entrepreneurs
Setting up their Business overseas

Eurofinanzza Tax Legal Law Center
Corporate Tax & Legal Consultors
Since 1998

New York
A Tax Exemption Alternative for Non-Us Residents

Limited Liability Company
New Your LLC Formation

USA Limited Liability Company (LLC) Information
Overview
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 LLCs 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 LLCs 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
Minimum paid up – Not applicable
Usual authorized – Not applicable

Directors and 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 annual return – Yes
Publicly accessible accounts – No

Other
Change of domicile permitted – Within USA only

LLC Information

Procedure to Form
Filing of Articles of Organization or Certificate of Formation with the Secretary of State in the preferred state of formation.
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.

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

Compliance

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 filing 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.
Managers
Normally one; no US residency requirement.
Members
Normally one; no US residency requirement.
New York Limited Liability Company
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 vantages 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 than 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 form 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 by laws.
  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.
State of New York
Limited Liability Company – LLC Publication Requirement
Mandatory under New York Law
Section 206 of the Limited Liability Company Law of the State of New York states:

Upon the effectiveness of the initial Articles of Organization of an LLC, a copy of same or a notice containing the substance thereof shall be published once each week for six successive weeks, in two newspapers of the county in which the office of the LLC is located, one must be a daily newspaper and the other a weekly newspaper designated by the County Clerk. Proof of such publication by the Affidavit of the publisher or printer of each newspaper must be filed with New York State within 120 days after the effective date of the Articles of Organization of the LLC.

Remember, if an LLC fails to file proof of publication with the State of New York within 120 days after the formation of the LLC, the authority of the non-complying LLC to carry on, conduct or transact business in the State of New York shall be suspended, effective as of the expiration of the 120 days.

Summary
We will form your limited liability company under the personal direction of a qualified attorney who makes certain that all requirements are met. When forming an LLC, we strongly recommend the owners obtain the maximum protection permitted by current laws. The best way to protect yourself is to enter into an Indemnification Agreement and Operating Agreement at the time of the filing of the LLC. For example, you may include in your Articles of Organization a special provision to protect the officers from any actions they take on behalf of the company called “Indemnification”. With an Indemnification and Covenant Not to sue Agreement, the LLC agrees to indemnify and hold harmless its operating managers (those who act as agents of the LLC and represent the LLCs interest in day-to-day business transactions).

Once the Indemnification Provisions are in effect, the LLC is responsible should there be any legal action taken against its representative for actions taken on behalf of the LLC. In other words, the Company would have to pay any legal fees or liabilities assessed against its management staff. In the State of New York, an Operating Agreement is required and must be adopted within 90 days after the filing of the Articles of Organization. The Operating Agreement sets forth, the business of the Limited Liability Company, its general operation and conduct of its affairs including its rights, powers, preferences, limitations or responsibilities of its members, managers, employees or agents.

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