Sociedades LLC o Sociedades LC
Ventajas Fiscales
Las Sociedades LLC o Sociedades LC (Limited Liabilitiy Companies o Limited Companies, esto es, Sociedades de Responsabilidad Limitada o Sociedades Limitadas, se las puede llamar indistintamente) son un tipo de Sociedades que en los últimos tiempos han tenido un gran auge en los Estados Unidos puesto que se les ha dotado de importantes exenciones fiscales por parte de la Agencia Tributaria Federal americana (Internal Revenue Service –IRS).
Estas exenciones fiscales consisten basicamente en que mientras las Sociedades NO realicen actividades de negocios en USA, NI reciban ingresos provenientes de una fuente americana, y sus socios NO sean Residentes en Estados Unidos, estas Sociedades NO TRIBUTAN en Estados Unidos.
Tambien estas Sociedades, y en relación a actividades inmobiliarias, ESTAN EXENTAS del Impuesto sobre el Beneficio de Venta Inmobiliaria (FIRPA) en Estados Unidos.
Por ultimo, y si la Sociedad LC SI realiza transacciones en Estados Unidos, en este caso goza del beneficio de la transparencia fiscal, es decir, tributa SOLAMENTE por un solo Impuesto -el de los Socios- y no tributa por el Impuesto de Sociedades Federal.
Estas exenciones son motivo de que los Estados Unidos han querido promocionar la atracción de capitales internacionales. Tambien por igualar en relación a la transperancia fiscal, el trato de los No Residentes y los Residentes o Ciudadanos Nortemanericanos. La Corporación ofrece a los Residentes y a los Ciudadanos Nortemanericanos trato de trasparencia fiscal. Trato que la Corporación no otorga a las Sociedades cuyos Socios NO son Residentes en Estados Unidos.
Las Sociedades LLC han equiparado el trato, e incluso han ido mas alla en cuanto a la otorgación de beneficios fiscales, ya que como antes se remarcaba las Sociedades LC NO tributan en Estados Unidos por los beneficios provenientes de fuente internacional, si la sociedad no realiza transacciones de negocios en Estados Unidos y los Socios son NO Residentes en Estados Unidos.
Las exenciones fiscales son acordadas por la Agencia Tributaria Federal americana (Internal Revenue Service –IRS), pero la Legislación Mercantil de las Sociedades es Estatal. Las Sociedades LLC mas ventajosas son las Sociedades LLC de Florida o las Sociedades LLC de Delaware.
Seguidamente analizamos un estudio comparativo de los tipos de Sociedades de Delaware y Sociedades de Florida más ventajosos, Sociedades LLC, Corporaciones de Florida y Corporaciones de Delaware.
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Juris
Magister
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Jurisdiction
Information
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U.S. Corporations and L.C.’s in the United States of America
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KEY
CORPORATE FEATURES
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GENERAL
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Type
of Company
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C
Corporation
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LLC
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| Political Stability |
Excellent
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| Common or Civil Law |
Common
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| Disclosure of Beneficial Owner |
No
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| Recommended States |
Delaware,
Florida, California, Wyoming, Oregon, New Jersey and Nevada
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Delaware,
Florida, Wyoming, Oregon, New Jersey, New York, Arkansas, Washington
DC, and Oklahoma
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| Migration of Domicile Permitted |
Generally
No
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Generally
Yes
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| Tax on Offshore Profits |
Yes
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Nil,
but see section on tax
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| Language of Name |
Latin
and other alphabets
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CORPORATE
REQUIREMENTS
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| Minimum Number of Shareholders / Members |
1
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2
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| Minimum Number of Directors / Managers |
1
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1
(but 2 for Arkansas, New Jersey, Oklahoma and Wyoming)
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| Bearer Shares Allowed |
Generally
No, Nevada Yes
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N/A
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| Corporate Directors / Managers Permitted |
No
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Yes
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| Company Secretary Required |
No
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N/A
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| Standard Authorised Capital |
US$
3,000 with US$ 1 par value
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N/A
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LOCAL
REQUIREMENTS
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| Registered Office/Agent |
Yes
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Yes
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| Company Secretary |
No
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N/A
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| Local Directors |
No
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No
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| Local Meetings |
No
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No
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| Government Register of Directors / Managers |
No
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No
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| Government Register of Shareholders /Members |
No
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No
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ANNUAL
REQUIREMENTS
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| Annual Return |
Yes
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Yes
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| Submit Accounts |
Yes
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No
but see section on tax
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RECURRING
GOVERNMENT COSTS
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| Minimum Annual Tax/Licence Fee |
Varies
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Varies
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| Annual Return Filing Fee |
Varies
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Varies
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GENERAL
INFORMATION
The United
States of America is the third-largest country in the world in population,
and it is the fourth-largest country in area. China and India are the only
countries with more people. Only Russia, Canada and China have larger areas.
The United
States is comprised of the 50 states and the District of Columbia, home to
the nation’s capitol, Washington, DC. The United States covers the entire
midsection of North America, stretching from the Atlantic Ocean in the east
to the Pacific Ocean in the west. It also includes Alaska, in the northwest
corner of North America; and Hawaii, far out in the Pacific. The United States
is often called the US, USA, or America.
The land
of the United States is as varied as it is vast. It ranges from the warm beaches
of Florida and Hawaii to the frozen northlands of Alaska, and from the level
midwestern prairies to the snow-capped Rocky Mountains. This huge and beautiful
country is rich in natural resources. It has great stretches of some of the
most fertile soil on earth, a plentiful water supply and excellent water routes,
and large stretches of forests. Huge deposits of valuable minerals, including
coal, natural gas and petroleum, lie underground.
POPULATION
The United
States has a population of around 265 million and has one of the world’s
most varied populations in terms of ancestry. The population includes descendants
of people from almost every part of the world. Approximately 92% of today’s
total population were born in the United States. The largest foreign-born
groups are Mexicans, Germans, Canadians, Italians, Cubans and Filipinos.
The United
States has an average population density of about 71 persons per square mile
(28 persons per sq km). However, the density varies widely from place to place.
POLITICAL
STRUCTURE
The United
States is a federal republic bound by the United States Constitution. Each
of the 50 constituent states and the District of Columbia exercises a measure
of internal self-government. Defense, foreign affairs, coinage, posts, the
higher levels of justice, and internal security are the responsibility of
the federal government.
The President
is head of the Executive and is elected to a four-year term by a college of
representatives elected directly from each state. The President appoints the
other members of the Executive, subject to the consent of the Senate.
The Congress
is the seat of legislative power and consists of the Senate (100 members)
and the House of Representatives (435 members). Two senators are chosen by
direct election in each state, to serve a 6-year term, and one-third of the
membership is renewable every two years. Representatives are elected by direct
and universal suffrage for a two-year term. The number of representatives
of each state in Congress is determined by the size of the state’s population.
Ultimate
judicial power is vested in the Supreme Court, which has the power to disallow
legislation and to overturn executive actions, which it deems unconstitutional.
The US has two major political parties, the Democratic and the Republican.
Both parties receive support from individuals and groups in all parts of the
country. Members of these two parties hold almost all of the offices in the
national, state and local governments.
INFRASTRUCTURE
AND ECONOMY
The United
States ranks first in the world in the total value of its economic production.
Although the United States economy is based largely on a free enterprise system,
the Government has placed regulations on economic practices through the years.
It has passed anti-trust laws, which are designed to keep one company or a
few firms from controlling entire industries.
Additionally, Government regulations help protect consumers from unsafe merchandise,
protect workers from unsafe working conditions and unreasonably low wages,
and help reduce environmental pollution. In spite of the involvement of the
Government, the United States still has one of the least regulated economies
of the world.
Varieties
of natural resources provide the raw materials that support the economy of
the United States. In addition to a moderate climate, the most valuable resources
are minerals, soils, water, forests and fish. Service industries account for
74% of the US gross domestic product and employ 76% of the country's workers.
Community, social and personal services rank first, and finance, insurance
and real estate rank next among US service industries.
Wholesale
and retail trade plays major roles in the American economy. Important US exports
include machinery and transportation equipment, such as aircraft, computers,
electric power equipment, industrial machinery, and motor vehicles and parts.
Manufactured articles, chemical elements and compounds, basic manufactures
and agricultural products round out the spectrum of exports.
Leading
US imports include machinery and transport equipment; manufactured articles
such as clothing, shoes and toys; mineral fuels and lubricants; basic manufactures
such as iron, steel and other metals, and paper and newsprint; and chemical
products, such as chemical compounds and medicines. Government services, (federal,
state and local governments buy a fifth of all the goods and services produced
in the nation) and transportation, communication and utilities are important
to the economy. Manufacturing accounts for 18% of the gross domestic product
and employees 16% of the workforce.
The value
of American manufactured goods is greater that any other country. The leading
categories of US manufactured products are, in order of value, chemicals,
transportation equipment, food products, non-electrical machinery, electrical
machinery, printed materials, scientific and medical instruments, fabricated
metal products, paper products, rubber and plastic products and primary metals.
Construction accounts for 4% of the US gross domestic product, agriculture
accounts for 2% and mining accounts for 2%.
LANGUAGE
The United
States has never had an official language, but English has always been the
chief language spoken in the country. Immigrants from the British Isles, who
included the nation’s founders, spoke English. Today, Spanish is the
second most common language in the United States.
CURRENCY
The US
Dollar.
TYPE OF LAW
Based
on English Common Law.
COMPANY INFORMATION
PROCEDURE TO FORM
Corporation: Filing of Articles of Incorporation or Certificate of Incorporation
with the Secretary of State in the preferred state of incorporation.
LLC: Filing of Articles of Organisation or Certificate of Formation with the
Secretary of State in the preferred state of formation.
LANGUAGE
OF LEGALISATION 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.
TIME
TO INCORPORATE/FORM
Generally 2 days, but must allow an additional 5 - 7 business days for delivery
of documentation.
NAME
RESTRICTIONS
Corporation: Anything identical or similar to an existing company within the
state of incorporation. Additionally, the use of bank or trust within the
name of the corporation is prohibited in all 50 states without first obtaining
consent from the banking authorities in the state of incorporation.
LLC:
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
Corporation: Incorporated, Corporation, Limited, Company or their abbreviations
Inc, Corp, or Ltd. Some of the recommended states allow other suffixes such
as Fund, Association, Foundation, Syndicate, Club, Society and Institute.
LLC: Limited Liability Company and Limited Company or their abbreviations
LLC or LC.
COMPLIANCE
US FEDERAL TAXATION
Corporation: US Corporations are required to file a US Federal Income Tax
Return (IRS Form 1120 or 1120A) and pay tax at a progressive rate depending
upon the amount of net income. This requirement holds true regardless if the
owners (shareholders) are US citizens, non-resident aliens or a combination
thereof. Even if the corporation conducts no business in the US and there
is no US-source income, it must still comply with the federal tax reporting
requirements and payment of tax on worldwide income.
LLC: 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 are generally not subject to state income tax and are
not required to file a state income tax return.
ANNUAL
REPORT/LICENCE FEES
CORPORATIONS
Of the states recommended, there is either a minimum or “flat” annual
franchise tax or an annual report-filing fee.
Below is a table:
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State
of Formation
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Franchise
Tax
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Report
Fee
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Due
Date
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| Delaware |
US$
30
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US$
20
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March
1
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| Florida |
N/A
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US$
150
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May
1
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| California |
US$
800
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N/A
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January
2
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| Wyoming |
N/A
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US$
50
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Anniversary
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| Oregon |
N/A
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US$
30
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Anniversary
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| New Jersey |
N/A
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US$
40
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Anniversary
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| Nevada |
N/A
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US$
85
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Anniversary
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LLC
Of the states recommended, there is either a minimum or a “flat”
annual report or licence fee.
Below is a table:
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State
of Formation
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Fee
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Due
Date
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| Delaware | US$ 100 | June 1 |
| Florida | US$ 50 | May 1 |
| Wyoming | US$ 50 | Anniversary |
| Oregon | US$ 30 | Anniversary |
| Oklahoma | No fee | N/A |
| New Jersey | US$ 50 | Anniversary |
| New York | No fee | N/A |
| Washington DC | US$ 50 | June 15 |
| Arkansas | US$ 50 | June 1 |
FINANCIAL
STATEMENTS
Corporation: 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.
LLC: 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
Corporation: The minimum number of directors is one, who must be a natural
person. Directors may be of any nationality and need not be a citizen of the
United States.
LLC: One manager for most states, either a natural person or a body corporate
of any nationality (2 managers required for Arkansas, New Jersey, Oklahoma
and Wyoming).
SHAREHOLDERS/MEMBERS
Corporation: The minimum number of shareholders is one. A shareholder of a
US Corporation may be another corporation (even an international).
LLC: The minimum number of members is two. This number (or greater) ensures
automatic tax classification as a partnership, the advantages to which are
described above under “Taxation”.
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