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US COMPANY FORMATION

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					US Company Forming Revolution                             www.USBank4Free.com



                US Company Forming Revolution
  New secrets expose to form an US Corporation or
                      LLC for non-US residents




                                Brought to you by
                           http://www.USBank4Free.com
Copyright
This publication is Copyright 2007 Hai Nguyen USBank4Free.Com,                      all
rights reserved. You may not distribute this publication for free or commercially.
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All products, publications, software, or services mentioned in this publication may be
protected by trademarks. In such instance, all trademarks and copyrights belongs to
the respective owners.




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If you want to be sure of your chances of having a US bank account or
you need to receive money from US customers or companies, having
your own US based company is the best way to do it.

Next you will find information on what you need to do to create your US
based business.

US corporation vs LLC

Deciding to form a US corporation or a LLC will vary depending on your
business and personal circumstances. Below is information that may offer
you some guidance.

Advantages of a Corporation?

If you DO have US sourced income then perhaps a US corporation is the
better choice.

You will be required to pay tax on income earned in the Untied States.
Therefore having a corporation can simplify things.

The disadvantage of having a corporation is that it is taxed on world wide
income, not just US income.

However you can talk to a US accountant about minimizing this tax.

Advantages of an LLC?

The LLC is a unique type of company. It is a hybrid between a
partnership and a corporation.

The advantage for non-US residents, who have no US sourced income is
that a Delaware LLC is totally disregarded for income tax purposes by
US tax authorities.




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A Delaware LLC pays only one "tax": the $200 per year Delaware
franchise tax.

An LLC's profits "pass through" to the individual owner.

For Americans who file a personal US tax return, these profits are added
to their ordinary income and taxed at the individual rate.

The advantage for non-Americans who do not file a U.S. tax return is that
the LLC's profits pass through to the LLC's owner but the income is not
taxed by the U.S.

It is still your responsibility to report income tax within your own
country.

Now, steps you need to do:

Step #1: Check your new company name?

    Once you have decided on your company structure (LLC or
    Corporation) we move to the fun part of choosing a name.

This will be the legal designation of the company and not necessarily the
name under which it can be promoted or to use on its website. Nor is it
necessary that the name is the same as the brands or products to s.

To see if a name is available you can use the tool below, by clicking here.

- The name can not be the same as that of another company
- The name must end with a designation LLC, as the "Limited Liability
Company" or "Limited Company" or an abbreviation of one of these
phrases (like "LLC", "LLC", or "Ltd. Liability Co.") And
- The name can not contain certain words prohibited by the state, such as
banking, insurance, or City Corporation (state rules differ on the words
that are forbidden).




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      Step #2: Create your company?

      There are several companies that provide legal services to
incorporate a company in the United States. The most prominent are:

The Company Inc. - With prices ranging from $ 359 to $ 709

The Company Corporation - With packages ranging from $ 515
depending on the contracted services.

Instacorp - With an approximate cost of $ 250 to form an LLC in
Delaware.

Active Filings - With complete packages start at $ 799 for non-residents

My Us Company - Provides a "kit" opening with information about legal
professional you can work with.

      Example, If you go with My Us Company:

Corporation formation

www.myuscompany.com provides a short easy procedure. They
recommend to use the service of Ballard and Tompson. We can not
guarantee this services as its a 3th party company. However you can see
if it fits your needs.

Download the next forms, print them and fill them with your own
personal details. Once filled in simply fax the forms to: (302) 739-3812

The fee to form an Corporation is US$89




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Sample form

Blank form (print, fill and fax to: 302-739-3812)

Your company registered agent will be:

Gerald P Ballard
Ballard Thompson & Associates

16 West Main St
Christiana, DE 19702
USA

(800) 542-1900 Office
(302) 737-6139 Fax

Appling for your EIN

After your corporation has been formed you can then apply for your EIN
(Employment Identification Number). You can receive your EIN
instantly over the phone by calling the number below. It will take about
10 minutes.

Simply give your name and your address (does not have to be a US
address) and when your tax year ends (it must be within one year of
forming your corporation).

The operator will then give you your EIN over the phone. There is no
cost for this service.

Phone IRS: +1-800-829-4933

LLC formation

www.myuscompany.com provides a short easy procedure. They
recommend to use the service of Ballard and Tompson. We can not




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guarantee this services as its a 3th party company. However you can see
if it fits your needs.

Download the next forms, print them and fill them with your own
personal details. Once filled in simply fax the forms to: (302) 739-3812

The fee to form an LLC is US$90

Sample form

Blank form (print, fill and fax to: 302-739-3812)

Your company registered agent is:

Gerald P Ballard
Ballard Thompson & Associates

16 West Main St
Christiana, DE 19702
USA

(800) 542-1900 Office
(302) 737-6139 Fax

Appling for your EIN

After your corporation has been formed you can then apply for your EIN
(Employment Identification Number).

You can receive your EIN instantly over the phone by calling the number
below. It will take about 10 minutes.

Simply give your name and your address (does not have to be a US
address) and when your tax year ends (it must be within one year of
forming your corporation). The operator will then give you your EIN
over the phone. There is no cost for this service.




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Phone IRS: +1-800-829-4933

Remember to review for more than one service provider to be shure
you get what you need.
To your success on the way forming your own a US corporation or LLC!




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Bonus Section

1. About LLC

Limited Liability Company (LLC)

In October, 1991, Delaware enacted the legislation which enables the
formation of a Delaware Limited Liability Company (LLC).

An LLC which was first legislated in the United States in 1977 has now
been adopted in varying forms in all 50 states of the USA. Delaware is
well known for its General Corporation Law and as an attractive location
for company formation. Companies in Delaware known as LLC's, when
organized combine the best aspects of a Corporation (a company limited
by shares) and the Limited Partnership. This form of organization
protects the personal assets of its owners, while affording them "pass-
through" taxation, without most of the restriction inherent in the US "S"
Corporation. Most importantly for a person or group of persons who wish
to own a US company which provides the benefits similar to a traditional
Offshore Company (IBC) registered in an offshore Tax Haven, Delaware
LLCs some times referred to as "Delaware offshore companies" or
"Delaware companies for non-residents", is tax free on business
transactions and benefits derived outside the United States and whose
members are US non-resident aliens.

To enjoy the US tax free benefit, it is advised that the LLC have two or
more members.

Features of a Delaware Limited Liability Company

   •   A Delaware LLC may be formed by one or more organizer or
       member. For tax purposes, non-resident legal entities (such as
       companies or Corporations) who are members of the LLC may
       cause the IRS to classify the LLC as a branch of a foreign
       company in the US, and the LLC will be taxed on its worldwide




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      income. It is therefore recommended that the non-resident
      members of Delaware offshore companies be physical persons.
  •   An LLC does not issue shares and therefore does not have
      shareholders. The owners of an LLC are referred to as members.
  •   A Delaware LLC is a legal entity, registered with the state, and is
      treated separate from its members.
          o The Delaware LLC is recognized anywhere in the world as a
               legally registered US company.
  •   Because of the Limited Liability status, the law protects the
      members (owners) from the debts and other obligations of the
      LLC.
  •   After Delaware offshore incorporation, the risk to an owner of a
      Delaware offshore LLC is to the extent of his investment in the
      LLC, and all his personal assets are protected.
  •   A Delaware Limited Liability Company may be fully owned by
      non-resident aliens.
  •   An LLC may also be owned by Corporations (companies limited
      by shares), Partnerships, Trusts, Charitable Organizations and
      Pension Plans.
  •   After Delaware company formation, the Limited Liability
      Company must have these words after the company name or the
      abbreviation thereof i.e. "Limited Liability Company", "L.L.C.", or
      "LLC".
  •   The IRS tax treatment of a Delaware LLC is on the flow-through
      tax basis. That is the LLC is not taxed on its profits. The income of
      the LLC is distributed to its members who are taxed on a personal
      income basis.
  •   Non-resident aliens are not taxable by the US on income derived
      out of the US. If an LLC derives its income outside of the US, the
      non-resident aliens do not file tax returns.
  •   There is no limit on the number of members allowed in a Delaware
      LLC.
  •   The Management of an LLC is usually undertaken by its members.
      If it is found necessary, an outside manager may be employed and
      would report directly to the members.




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   •   The structure of the LLC does not provide for a Board of
       Directors. The flexibility in the law allows the members by
       agreement, written or oral, to decide on the most appropriate
       management system and on the distribution of profits.
   •   The voting authority usually is in direct proportion to member's
       interest in profits.
   •   The manager of a Delaware LLC may be a member.
   •   There are no statutory requirements concerning meetings of
       members or record keeping. It is recommended that with two or
       more members, Members' Agreement be entered into.
   •   If meetings are held by members, this may be done anywhere in
       the world and in any way convenient to the members.
   •   An Annual Report is required, which sets out the distribution of
       profits to US residents.
   •   A Delaware Limited Liability Company (LLC) is a good vehicle
       for non-resident aliens to earn tax free income (not derived in the
       USA), utilizing a US business entity.
   •   Members of a Delaware LLC are not liable for tax to the United
       States providing that:
           o The members are non-resident aliens.
           o The LLC does not employ US residents as permanent staff,
              or rely on a dedicated place of business within the United
              States.
           o The LLC does not undertake any business activity that is
              effectively connected with business or trade within the
              United States.
   •   The Delaware LLC has a perpetual life and membership is easily
       transferable. It is advisable to enter into a Members' Agreement if
       alternative conditions are required.

Delaware is recognized for its General Corporations Law which provides
a stable legal platform. There is a Chancery Court which adjudicates on
corporate matters. The courts do not use juries, so decisions are issued as
written opinions and litigation is not settled by the emotions of a jury, but




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on stable law. A registered Agent and office is required along with
Nominee Services.


Delaware: Limited Liability Company (LLC)
Delaware was the first of the thirteen states, which drafted the Federal
Constitution, to ratify it and is thus known as "The First State".

Located midway between New York City and Washington D.C.,
Delaware which is one from the last in population, sits among one third
of the entire population of the US and has excellent access to major
domestic and export markets by highway, train, air and sea. The
infrastructure is highly developed and has deepwater berths at Port
Wilmington on the Delaware River, just 60 miles from the Atlantic
Ocean shipping lanes.

In October of 1992, Delaware law recognized Limited Liability
Companies (LLC's). The LLC combines the best aspects of the
Corporation and the Limited Partnership without many restrictions.

Delaware is well known for the Delaware General Corporation Law
which is said to be the friendliest in America. Also the dedicated court
called The Chancery Court, which adjudicates on matters of Delaware
Company Law, is fast and efficient. The trials are by appointed judges
(not a jury), who issue written and well thought-out decisions. All this
means is that you know the rules from a stable legal system when you
incorporate in Delaware.

Delaware is the home to 50% of corporations listed on the New York
Stock Exchange.




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2. About Delaware

Delaware is located on the East Coast of the United States, midway
between New York City to the north and Washington D.C. to the south.
The northern boundary on Delaware is Pennsylvania and on the south
and west by Maryland. This location puts Delaware in the midst of one-
third of the entire population of the United States and therefore good
market access.

The population of Delaware is just over 700,000 and is one of the least
populated states. It also covers a relatively small land area of 1,982
square miles and rank 49th of the 50 states in land area. Dover is the
capital of Delaware. The largest city is Wilmington with a population of
72,000.

HISTORY

In 1681, the province of Pennsylvania was granted to William Penn by
King Charles II. Penn recognized that his province would be landlocked
if the colonies on either side of the Delaware River or Delaware Bay
were hostile. In 1682, the colonies were annexed to Pennsylvania by deed
and leases. After 1682, long disputes ensued between William Penn and
Lord Baltimore of the province of Maryland as to the exact dominion
controlled by Penn on the lower Delaware. This dispute continued to the
end of the colonial period.

In 1776, the time of the Declaration of Independence, Delaware declared
itself free from the British Empire and also established a state
government, separate from Pennsylvania. Delaware's boundaries were
surveyed from 1763 to 1768.

In 1785, the invention by Oliver Evans of Newport, Delaware of an
automatic flour milling machine, revolutionized the flour industry and
provided a positive impact on the Delaware economy.




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In 1786, John Dickinson of Delaware chaired the Annapolis convention,
which called for the Federal Constitutional Convention which met in
Philadelphia in 1787. A new constitution was drafted and Delaware was
the first state of the thirteen involved, to ratify the convention and thus
became known as the "The First State" of the new Federal Union.

GOVERNMENT

Today Delaware State Government consists of three branches, the
Executive, the Legislative and the Judicial branches.

The executive power of government lies with the Governor, who is
elected every four years, and can serve for a maximum of two terms. The
legislative power lies with bicameral General Assembly, consisting of a
House of Representatives and the Senate. Representatives are elected
every two years and senators every four years.

The judicial branch of government is comprised of a Supreme Court with
five justices appointed for 12 year terms by the Governor, on the advice
and consent of The Senate. There are also three trial courts composed of
Appointed Term-Limited Judges.

INFRASTRUCTURE

The infrastructure of Delaware is highly developed to serve its economy
and provide easy access to domestic and export markets by sea, air or
land.

Delaware central location in the heavily populated eastern seaboard
affords rapid access to the major cities of the east and mid-Atlantic. US
highways and major railways provide the passenger and cargo
transportation requirements to these markets.

Delaware is also well served by air transportation. The major public and
private airports easily accommodate commercial and corporate aircraft.
Two major out of state airports are within one hour of Wilmington by




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land; these are Dulles Airport in Maryland and Philadelphia International
Airport.

Transportation by sea is served by the port of Wilmington on the
Delaware River and just 65 miles from the open Atlantic Ocean. This
containerized port provides deepwater berths, modern and competitive
off-loading and storage facilities and handles about 4.5 million tons of
sea cargo annually.

Other infrastructural requirements such as water, electricity and
telecommunications are all highly developed and efficient as one would
imagine to meet the national standards.

ECONOMY

The major industries in the state of Delaware are the chemical and
automotive industries and manufacturing followed by financial services,
are the largest sources of income. The industrial and service sectors are
predominantly in the northern third of the state, while the other two thirds
in the south are reliant on agriculture. The major activities in agriculture
are; poultry, corn, soybeans and diary products.

Delaware investment climate is enhanced by the concept of public-
private partnership. The government and the private sector work closely
to maximize business opportunity and the quality of life provided to its
residents. There are many initiatives and programs which receive
overwhelming bipartisan support from legislators that strengthen the
economy.

To enact a new tax or a tax increase, government has mandated that a
three-fifths or 60% vote in both houses is required. State spending cannot
exceed 98% of estimated revenue and a 'rainy day fund" of 5% of
anticipated revenue is put aside in the event of unexpected revenue
decreases or to pay for tax reductions.




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Delaware has developed many programs to encourage business to invest
in its economy, some of these initiatives are; an employment and training
service which can respond to specialized employer needs or additional
skills.

Recruitment assistance in support of new or expanding businesses is
provided by the Delaware economic development office. They assist
employers in locating a qualified work force. The Delaware Development
Corporation Loans Program provides loans to qualifying small business
for long term, fixed asset financing at fixed rates. Delaware Venture
Partners can seed companies who wish to develop new technologies,
particularly in the areas of computer related, high technology,
biotechnology, medical, communications, environmental and
manufacturing.

FINANCIAL SERVICES

Delaware's fastest growth sector in recent years has been in the financial
sector. Many major financial institutions have made Delaware their
home. The enactment of the law to establish a Limited Liability
Company (LLC) in October of 1992, which combines the best aspects of
the Corporation and the Limited Partnership, has made Delaware even
more attractive in its quest to expand its economy.

Today over 50% of all companies listed on New York Stock
Exchange are Delaware Corporations.




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