View of Tallahassee: the Dome State and the City at night.

Limited Liability Companies (LLC)

The Limited Liability Companies have a simple and flexible memorandum. They are our most common kind of company for those clients who want to start their business in the USA.

Limited Liability Companies are generally used as:

• A company operating in the business sector online and offline
• A trading or import/export company
• A trademark, patent or website holding company
• A company producing software online and offline
• A company providing a comprehensive range of services worldwide
• A partner company or as a company holding shares in other companies worldwide
• A USA headquarters of companies operating in tax-favourable countries

The leading characteristics of a USA LLC may be summed up as follows:

• It can be managed by members or by outside managers
• It can have one or more members, natural or juridical persons
• A juridical person may be managing member
• There is no paid up capital required and the capital committed can be paid up in cash or in kind. The liability of the individual partner will be limited to the capital acquired by the company yet not paid up
• It may have a ‘generic’ charter to accomplish any kind of legal business
• The members and directors meetings may be held anywhere in the world attending personally or by proxy
• The name of every LLC must end with: LLC, Limited LC, LC, Limited Liability Company

Our provision of documents and of standard services for the LLC companies includes:

• Certified charter
• Certificate of Incorporation / Registration
• Apostille issued by the Secretary of State
• Corporate Seal
• Briefcase
• Operating agreement (by request)
• Use of the registered office (to our office – in a prestigious address and building)
• Provision of the registered agent (local figure who handles the relations between the company and the local authorities and who receives legal communications concerning the company)
• Provision of legal domicile plus possible mail forwarding (available only in Florida, Arizona, Nevada, Wyoming)
• ‘Turn-key’ Service
• The following services are available by request: appointment of directors / members or structures established for the privacy protection of members and directors
  
    FOR MORE INFORMATION  

Corporations

Corporations have a simple and flexible charter too, but they require a greater post-sale care in holding meetings of partners/shareholders and directors; it is a perfect solution for those clients who want to start their business in the USA.

Corporations are generally used as:

• A company operating in the business sector online and offline
• A trading or import/export company
• A trademarks, patents and websites holding company
• A company producing software online or offline
• A company providing a comprehensive range of services worldwide
• A company holding shares in other companies worldwide
• A USA headquarters of companies operating in privileged tax regime countries

The main characteristics of a USA Corporation can be summed up as follows:

• It can be run by one or more persons (Director, Treasurer, etc.)
• It may have one or more shareholders, physical or juridical person
• The capital committed can be paid up in cash or kind and no advance payment is required. The liability of the individual shareholder will be limited to the acquired, but not paid-in, capital
• It can have a ‘generic’ charter to accomplish any kind of legal activities
• The name of every corporation must end in: Corp., Corporation, Inc., Incorporated, Ltd., Limited

Our provision of documents and of standard services for the USA corporations includes:

• Certified charter
• Certificate of Incorporation / Registration
• Apostille issued by the Secretary of State
• Corporate Seal
• Briefcase
• Memorandum (by request)
• A maximum of 20 share certificates (endorsed and not)
• Use of the registered office (to our office – in a prestigious address and building)
• Provision of the registered agent (local figure who handles the relations between the company and the local authorities and who receives legal communications concerning the company)
• Provision of legal address plus potential mail forwarding (available only in Florida, Arizona, Nevada, Wyoming)
• Turn-key service
• The following services are available by request: appointment of directors / members or structures for the privacy protection of members and directors
  
    FOR MORE INFORMATION  

United States: between flexibility and Patriot Act, it still is an excellent jurisdiction to do business

The United States of America have always provided the most simple means to do business in a ‘delocalized’ way even though it cannot be considered an offshore country from a fiscal or tax point of view.
The United States companies are generally ‘welcome’ and considered trustworthy … the USA in fact have always been acknowledged as an innovative and free country.

In the United States every State incorporates companies independently through offices ran by the Secretary of State.

A lot of states offer online incorporations (reserved for those working in this field) making the process very rapid and easy to carry out.

A further characteristic in favour of the USA is the registration fee.
A USA company would cost few hundred dollars if non-residents should not pay the necessary costs for the maintenance of the registered office, to receive their mail and to get the apostilled documents.

As regards the taxations, the USA apply a very interesting law to the companies according to which it is possible to commit the tax payment on the profits to each partner, in their own countries, if no explicit business is carried out inside a given country.

A USA company, assisted by an appropriate structure, may therefore become a ‘front’ of a holding set up in a tax-favourable country.

The most interesting USA companies are the LLC (Limited Liability Company) and the Corporation (Joint-Stock Company). Our USA office enables our clients to incorporate both of them in Florida, Nevada, Arizona and Wyoming.

The charter is completely different from the common law countries: it is terse and concise; only a page with the name of the company, the address of the registered office, the legal representatives, the committed capital and sometimes the names of the partners. It is common practice in fact to group more accurate data on object and activities of the company in separate documents (memorandum or operating agreement) which however are not necessary if, for example, a Limited Liability company has only a managing member.

The Patriot Act has undoubtedly made the collaboration with the USA more difficult: the rules for the incorporation of a company have not been altered, though at present, it is extremely difficult to provide a USA company with a bank account, not only in the USA but in Europe too.

Banks are always more reluctant to open bank accounts, especially for the LLC. They have to analyse the accounting of every company in order to audit the legitimacy of the transacted funds; sometimes banks prefer not to open bank accounts rather than to carry out such auditing which have nothing to do with their prime business.

Patents, Trademarks & Copyrights.

As a consequence of the increasing globalization of the markets, the safeguarding of rights is in great demand in the USA.

Our USA office is able to offer our customers the following registrations to the United States Patent & Trademark Office (USPTO):

• Registration of trademarks (logos or corporate names/ company title/ business name)
• Registration of copyrights
  (on artistic products and/or
  on works of intellect: music,
  texts, art)
• Registration of patents
• DBA
  (or fictitious business names)

Our office in the USA:

 Mazzone & Co. (DBA)
4244 W. Tennessee Str. #187
Tallahassee - Florida - 32304