Delaware Corporations Or Wyoming Corporations?
Delaware Corporation or Wyoming Corporation? Delaware Corporation or LLC?
How is a corporation formed?
The Articles of Incorporation are filed with the Secretary of State. The Articles spell out the name of the company, the registered agent and the address, the type of business of the company, shares, etc. Anyone may retrieve a copy of the Articles of Incorporation.
Unless you’re planning to run another Amazon.com, IBM, Microsoft or other large corporation, then you’re best option is Wyoming.
What is a registered agent?
The registered agent is the contact for anyone who seeks to serve papers on the company. The registered agent is the contact “agent.” If someone seeks to serve notice on the company, such as for an audit or lawsuit, you deliver notice to the registered agent. If you live where the company is filed, then you can be your own registered agent. For example, you can be the registered agent of a company if the company was filed in Wyoming and you live in Wyoming. If you don’t live in Wyoming, then you’ll need to hire a registered agent for the Wyoming company. Respectively, the same applies to Delaware corporation and Delaware LLC’s. You may serve as registered agent for a Delaware corporation or Delaware LLC if that’s where you live.
Why is delaware so popular?
Why is delaware so popular?
What’s So Great About A Wyoming LLC?
Is it better than delaware?
A Delaware LLC or Wyoming LLC properly arranged for the charging order protection is uncommon. Most people have a false sense of security about their LLC because of misuse. We are going to start at the beginning. The charging order protection with a Delaware LLC or Wyoming LLC is comparable. But the Wyoming LLC will cost less because of the difference in filing fees. Let’s start at the beginning…
LLC = taxation as partnership + limited liability
LLC Taxation As Partnership
LLC’s are taxed as a corporation or as a partnership. Taxation as a partnership is the default.
The Limited Liability Of A Corporation
When a hostile creditor sues the corporation, normally, it can only take the assets of the corporation. The stockholders are generally not liable for the debts, liabilities and acts of the corporation. This is called “limited liability.” This is very different from a partnership, where all partners are liable jointly and severally for everything chargeable to the partnership.
The hostile creditor can ONLY go after a member’s economic interest in the LLC through the courts. This is called obtaining a “charging order.”
Wyoming Statute 17‑15‑145. Rights of creditor.
“…The charging order is the exclusive remedy by which a judgment creditor of the member or transferee may satisfy a judgment against the member’s interest in a limited liability company.”
The Assets Are Made Unattractive To The Creditor
The manager of the LLC can refuse to distribute the earnings. (If the operating agreement so allows.) What is the advantage of withholding the distribution from the hostile creditor?
This means that the creditor is now liable for income taxes on those LLC earnings, whether or not they’re distributed. The hostile creditor is now liable for taxes on earnings not yet received or for what is typically referred to as “phantom income.” This places the member in a stronger position to negotiate a favorable settlement. Hostile creditors don’t want to pay taxes on earned income that’s out of reach.