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Limited Liability company  
Why Delaware ?  
LIMITED LIABILITY COMPANY  
 


In October 1992 the U.S. state of Delaware , long known as the corporate capital of the United States, passed what corporate lawyers consider a model act providing for the formation of a new type of entity called the "Limited Liability Company". With roots in European law, such as the German "GmbH", this business entity is rapidly becoming popular due to the pass-through tax treatment available.

Using a Delaware LLC, many "Non-Resident Aliens" of the USA can legally avoid all U.S. Federal taxes for their business enterprises.

This information was prepared by Euro Commerce LLC, in cooperation with three Delaware attorneys at law specialized in Delaware corporate law.

Euro Commerce LLC is one of the companies for corporate services specialized in forming Delaware corporations and LLC companies, Limited Partnerships and Business Trusts. In addition Euro Commerce LLC, offers other services like assistance when opening bank accounts, off-shore consulting and assistance when maintaining a Delaware company.

 

WHY DELAWARE ?  
 
A TRADITION OF EXCELLENCE

Delaware has long been recognized as the most attractive state for organizing a business entity. Delaware 's corporation and trust laws are known for their unparalleled flexibility regarding freedom of contract. The strong working relationship in Delaware between the legislature, the judiciary and the Corporation Law Committee of the Delaware Bar Association helps to ensure that these laws will remain at the cutting edge of innovation. In addition, the Delaware courts that interpret these laws are among the most sophisticated and respected in the nation, and around the world. This tradition of excellence attracts business people from around the world to form their business entity in Delaware . More that half of the Fortune 500 and the NYSE companies are domiciled in Delaware .

UNMATCHED CONTRACTUAL FLEXIBILITY

The basic approach of the Delaware statute is to allow parties to define their business relationship in the written agreement which governs the operation and management of the entity (the "LLC agreement"), and to provide rules only for those matters on which the parties have failed to agree. The stated policy of the Delaware Act is to give maximum effect to the principle of freedom of contract and to the enforceability of LLC agreements. The contractual flexibility offered by the Delaware Act is unmatched by any other LLC statute.

LIMITED LIABILITY FOR OWNERS AND MANAGERS

While the Delaware Act permits a Delaware LLC to be managed by its members; it does not require members to be managers. More importantly, it also provides that no member or manager is obligated personally for any debt, obligation or liability of the Delaware LLC solely by reason of such person's being a member or acting as a manager. This limitation on personal liability compares with the limitation on personal liability enjoyed by stockholders and directors of a Delaware corporation.

PARTNERSHIP TAX TREATMENT OPPORTUNITIES

A Delaware LLC, if properly elected on your SS-4 application, will be treated as a partnership for federal income tax purposes and therefore will not be subject to tax at the entity level. This means that a Delaware LLC can offer the same tax advantages as a limited partnership, including the ability to provide through a written agreement for allocations of income and/or deductions to members in amounts that differ from the members' economic interest in the LLC, as well as the ability to provide basis to members for non-recourse debt. A Delaware LLC also will provide greater tax flexibility in areas of distributions and can be used as a valuable tool for estate planning and wealth transfers.

AN LLC MAY NOT BE RIGHT FOR EVERYONE:

* Entrepreneurs who do not want to bear the expense of creating a flexible, customized business structure should consider staying with the more standardized structure of a stock corporation.
If an LLC is not right for your enterprise, and you would like to form a Delaware Corporation, We would be happy to form one for you. Simply call us, or fax us for additional information.

 

Why do you need
offshore company?


 


Business with extremely low expenses

 





Limited Liability

 





Asset protection

 






Protection of private property

 





Higher credibility

 


 


Potential target for future investors

 
 

 

 

 


 

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