The establishment of an entity outside the State does not entail additional costs if, for example, the holding company is incorporated outside the State and the operating entity is established in the State of origin of the owner. The activities of the non-sovereign holding company should not reach the level of „commercial activity” in the home country. Therefore, the holding company should not be required to register in the country of origin. Note that the concept of an entity within an entity, enshrined in the Delaware Limited Liability Company (LLC) Act, eliminates this problem. A single LLC can host several separate legal entities. This unique LLC is incorporated in Delaware and then registered in each state where the operating units operate. When you form your LLC in your home state, there is a great convenience factor because you already know the laws and procedures, have contacts there, and all the government agencies are in your state. It should also be taken into account: when choosing the state in which you want to establish your business unit, the simplest option for the small business owner is to form the entity in his home state, where all business activities are usually carried out. Establishing the holding company in Delaware, Nevada, or Alaska can be part of an overall asset protection plan, as these states have laws that allow for the creation of national asset protection funds. However, this is a significant departure from domestic legislation in the United States. As a result, a trust established under one of these statutes could be challenged on jurisdictional grounds.
Corporation: A Texas corporation is formed by filing a charter with the Texas Secretary of State. The Secretary of State will provide a form that meets the state`s minimum legal requirements. The online submission of a training certificate is done via SOSDirect. Also, if fees aren`t a significant issue, you should consider forming both the holding company and the business unit in Delaware so that Delaware law applies to all businesses. This is where the operating entity must register to do business in the owner`s home state (or where the company`s business is conducted), resulting in a third fee. However, these fees can prove to be a cost-effective form of insurance. This option is more attractive if the home state`s limited liability company (LLC) status does not effectively protect an owner`s interests from personal creditors. There are no additional costs associated with setting up the holding company outside the State. There will always be only two state fees: one for the creation of the holding company and the other for the formation of the business unit.
The small business owner should take over the management of large corporations and consider Delaware as the location of the holding company. It can also help maintain the validity of an asset protection trust established there. Brette Sember, J.D. practiced law in New York City, including divorce, mediation, family law, adoption, probate and estates. Some states also offer significantly higher wealth protection and other benefits. In fact, some states (such as Delaware and Nevada) have a reputation for developing a body of law and a judicial system favorable to the business owner. Many states, including Delaware and Nevada, offer protections for commercial interests. These states model their LLC articles of association according to the concept of fee orders found in the revised Limited Partnership Act (RULPA). If the home State of the business owner does not offer such protection of commercial interests, serious consideration should be given to forming an LLC in a State that offers such protection. Some states have a special legal status for private companies, which is very favorable for small business owners. The articles of association of the private company relax many of the formalities that normally apply to a corporation.
Basically, these articles of association allow the company to operate in the same way as a limited liability company (LLC). Since the holding company does not carry out any business activity in the home country, it does not need to be registered in the home country. In particular, the activities of the non-State holding company should not reach the level of `commercial activity` in the home country. Therefore, the cost of forming two entities, one of which is formed outside the State, is the same as the formation of both entities in the owner`s home State. If the home state offers only this limited shield version and an LLP is the type of entity that is formed, consideration should be given to forming the LLP in a state that offers this full shield protection. Delaware and Nevada are two states that offer this protection. If your company operates outside the State of incorporation or incorporation, you must register correctly in all the States where you operate. This process is called „foreign qualification”. It may sound intimidating, but in almost all cases, all you need to do is fill out a very simple form and pay a fee to the Secretary of State.