International Legal Services

 

delaware – Limited Liability Companies

 

General information about the State

 

Nicknames: Diamond State, First State

Population: 725,000 (46 place)

Area: 2489 sq miles (49 place)

Admitted to Union: the 7th December, 1787

Capital City: Dover (population 33,000)

Other cities: Wilmington (72,000), Newark (25,000)

Facts of interest: more than a half of Fortune 500 companies are registered in Delaware.

 

Possible names with example of Alpha

Alpha Limited Liability Company

Alpha L.L.C.

 

May contain the words «Club», «Foundation», «Fund», «Institute», «Society», «Union», «Syndicate», «Trust».

The minimum number of members

One

Company management

LLC is managed by its members unless operating agreement vests management in one or more managers.

 

Members make management decisions by approval of members owning more than 50% of the current profit interests in the LLC. Manager voting rules are as provided in operating agreement.

 

Unless otherwise provided in operating agreement managers are elected for indefinite term by approval of majority of votes.

 

Operating agreement must be in writing.

 

When LLC has nominee members an attorney is appointed to manage LLC on the basis of power of attorney. As a rule, general power of attorney and a restricted one only for the purpose to open bank account are issued by nominee members in favor of company’ beneficial owner or authorized persons.

 

Amendments to Registration Certificate and Operating Agreement

There is no statutory rule for amending the certificate of formation or operating agreement. LLC can adopt any rules and state them in Operating Agreement.

Withdrawal of Members

If not otherwise provided in Operating Agreement a member may not dissociate prior to dissolution and winding up of the LLC.

 

Vote to continue LLC after dissociation of member not required.

Annual Report

 

Each company should present annual report to the Secretary of the State due on the 1st of June.

 

Taxation

State tax treatment of the company follows IRS classification for federal income tax.

 

Sales tax – 0%