LIMITED LIABILITY COMPANIES OF DELAWARE (“LLC”)
Members
A minimum of one member, who may be a natural or juridical person, is required. This figure is equivalent or similar to the shareholder of a corporation. If the member of an LLC is a natural person, succession tax would be generated at the time of his/her death, based on the net worth of his assets. To avoid such tax, usually the member of an LLC is a foreign corporation. (For more details about Tax implications, see the information on “Fiscal Treatment”).
Manager
A minimum of one manager is required. Members of an LLC may be also its managers. Managers are elected by the members of the LLC and may hold one or more offices.
Capital and Membership Certificates
There is no special requirement regarding the amount of capital of an LLC being expressed in U.S. dollars. This amount does not need to be recorded in the Public Registry or in the Operating Agreement which the members of the LLC execute. Usually, it is included in the Organizational Written Consent adopted by the members of the corporation. LLCs do not issue shares. Each member of the corporation receives a Membership Certificate (similar to a share certificate) stating that he/she is a member of the LLC. The contribution and participation of each member will be recorded in the Organizational Written Consent and the Operating Agreement, respectively.
Public Registry
The State of Delaware keeps a Company Registry. However, it is not necessary to register the information concerning the Directors or Members of the LLC. The only information usually kept by the Public Registry is the name of the LLC and the name and address of the LLC′ s Registered Agent which is included in the Certificate of Formation (document through which the LLC is constituted at the time it is registered). Notwithstanding, it is possible to include additional information in the Formation Certificate, if the client so desires.
Company Registries
All the corporate documents and the registries concerning the LLC are kept by its owners.
Registered Agent
Each LLC must maintain a Registered Agent in Delaware with a local address.
Fiscal Treatment
LLCs with only one member have another fiscal treatment in the United States, other than the one applicable to corporations. Those LLCs are treated as a non-corporate entity which does not pay taxes at a corporate level as it occurs with normal corporations. If the only member of an LLC of Delaware is neither a citizen nor a resident of the United States of America, there are no tax implications in said country at the federal level or at the state level, as long as all the business generated by the LLC is conducted outside the United States and the LLC does not own assets in that country. If the LLC has more than one member, the tax implications of each particular case must be analyzed.
Annual Tax
All the companies registered in the State of Delaware must pay an annual duty of US $200 .00.