LLC Or Incorporation?
Under the exchange control regulations of USA incorporation, a company may be designated as either a "Resident" or a "Non-resident" company. A company with Resident status can engage in actual business enterprises within USA and can borrow or deal in US currency (i.e. operate $ bank accounts) and securities. Such status is required where the proposed company intends to actively engage in business and /or hold real estate in USA. Resident companies need specific exchange control approval to maintain bank accounts in other than US currency.
It is assumed that the investment of non-US shareholders will be paid for in foreign currency and that investment in a Resident company is registered with the exchange control department as an "approved" investment. Evidence will be required of the conversion of the foreign currency into US currency by lodgment with a bank locally.
Dividends and other earnings, and return of capital are then, on application, reconvertible to foreign currency for repatriation. On the other hand, a company with Non-resident status must be owned entirely by non-residents of USA and all issued shares paid for with non-US currency. It cannot deal in US currency or assets, other than the maintenance of an administrative office in USA.
Shareholders, officers & directors
An US company must at all times have at least five (5) shareholders (corporate or individual), who need not be US nationals or resident here. Similarly, there is no restriction as to nationality or residence with regard to officers and/or directors of the company. For the purpose of incorporation, nominee shareholders from our staff are usually named who can either transfer their individual shares subsequently to the beneficial owner(s), or to other nominees, or can continue to hold the shares indefinitely at the discretion of the owner(s), where for matters of privacy or convenience this is preferred. in such circumstances, the annual statutory returns to the registrar general as well as the company's register of members will list only the names of persons in whose names the shares have been issued. Nominee shareholders endorse the share certificates issued in their name "in blank" to facilitate transfer and also sign declarations of trust in favor of the beneficial owner(s). The declarations acknowledge the actual owner of the shares and bind the nominee to vote and otherwise deal with the shares represented by the certificates issued in the nominee's name, in accordance with the instructions and directions of the beneficial owner. The declarations are not registered nor are they a matter of public record. We do not charge for providing nominee shareholders from our staff.
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