The Delaware LLC – it’s got to go

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One of the big issues at the conference I’ve been at this week has been the role of jurisdictions like Delaware in the USA, where LLCs (Limited Liability Company) can be incorporated for a few hundred dollars at most that provide many of the secrecy features that tax haven jurisdictions provide. If you don’t believe me look at this list from a web site selling these entities:

The Delaware PRIVACY Advantage:

Company ownership need not be disclosed to the State of Delaware.
Company ownership transfers need not be reported to the State of Delaware.
Delaware does not maintain public records of ownership.
Delaware does not maintain a publicly available database of companies’ management.
The reporting and disclosure obligations imposed by the State of Delaware are minimal.

The Delaware ASSET PROTECTION Advantage:

Owners of Delaware LLCs and corporations receive limited liability protection.
Owners’ assets cannot be seized as a result of the LLC or corporate liabilities.
Due to the privacy protection offered by Delaware, it is more difficult for attorneys to track business owners and owners’ assets.

The Delaware TAXATION Advantage:

Delaware imposes no income tax on either LLCs or S corporations.
Delaware imposes income tax on C corporations only to the extent that income is earned in the state of Delaware.
Delaware imposes a low franchise tax for small companies.
Delaware imposes no tax on capital stock or assets.
There is no sales tax in Delaware.
There are no Delaware capital shares or stock transfer taxes.
There is no state inheritance tax on stock held by nonresidents of Delaware.

The Delaware CONVENIENCE & FLEXIBILITY Advantage:

Delaware is one of the least expensive states in which to form an LLC or corporation.
Delaware allows one individual to act as the shareholder, director, and hold all the executive offices.
Delaware LLCs and corporations can be headquartered anywhere in the world.
Aside from a registered agent address, owners are not required to maintain a physical address within the state.
Company records do not need to be physically located in the state of Delaware.
Stock can be transferred instantly and privately, without filing a public notice.
You do not have to be a US citizen to form a regular Delaware C corporation or LLC.
Delaware does not impose a minimum capital investment requirement for LLCs and corporations.
Delaware’s Secretary of State office offers a wealth of information for managing your LLC or corporate standing.
Delaware LLCs and corporations offer generous protection (sometimes called indemnity) from personal liability.
Unlike most other states, Delaware corporations can easily be converted into LLCs and vice versa.
Delaware LLCs and corporations can be formed without coming to Delaware using an online incorporator

This is blatantly abusive. There are some 4 million of these corporations. Admittedly that’s 0.016 per head of population in the USA, whereas the BVI has 33 abusive companies per head of population, suggesting that there is much more likely to be local economic use of the Delaware LLC than anything the BVI has to offer (and this is a critical difference – an abusive structure for use within a state is a domestic issue, one for use outside your state is an international concern) but however it is looked at, the existence of these entities, which can be incorporated from outside the USA, is a massive problem and a legitimate cause for complaint by those whom the USA is rightly targeting with measures such as the Stop Tax Haven Abuse Act.

And for those who complained about the fact that I have not mentioned them before – that’s only because I am a little UK-centric on this site. For those who doubt my commitment to ridding OECD countries of tax haven characteristics, I suggest you look at my commitment to ridding the UK of its domicile rule before being too loud in your condemnation. What is more, that campaign has delivered some (albeit partial) results.

On the same basis I’m more than willing to lend my support to any campaign to get rid of the Delaware LLC and it’s like in other US states. They have to go.