E-Commerce, Web Businesses/Registering LLC
We are 3 partners residing in multiple states and are planning on launching a eCommerce website.
The website helps the industry use our forms online to submit data to various companies. There is no sales of material goods. Just subscription fees to use our site and forms.
We were hoping to maintain confidentiality by registering the LLC in Delaware. Do we need to register the company as a foreign LLC in every state each partner resides in?
I'm going to start off with a disclaimer that with all things pertaining to legal, you should always consult an attorney. Having said that, let me share with you my opinion.
You actual question is about registering in every state that a partner resides in. And to that, the simple answer is no. You don't have to.
Let's broaden the answer...
First off, you are registering your company, not your partners, so you can do this at one location. A rule of thumb that I recommend is that you register in the state that your registered agent is going to be. You can designate one of the partners to be the registered agent, or a lawyer. The thing is, anytime someone wants to serve any legal documents, they must be directed to the registered agent. So, if you have to go to court for anything, it's best that it be near where your registered agent is.
Secondly, you want to register in Delaware to maintain anonymity. I like your thinking, but I'm not sure Delaware is your best bet. Delaware is great if you plan on going public, but for a company your size, you should look at Nevada.
Not only does Nevada have zero taxes, but there are a lot of other benefits as well, including:
Nevada allows complete anonymity of the shareholders (or the members). Why is this great? Well, if they don’t know you own it, they probably won’t try to sue you for it! Except in the case of corporate fraud, what happens in Vegas, will probably stay in Vegas!
The members do not have to be residents of Nevada - or even of the U.S. for that matter.
Nevada has no I.R.S. Information Sharing Agreement. Doesn't that say it all?
Nevada’s annual fees are normally only $125 per year. (An annual business license may be required as well which is $200/year).
Meetings of members and managers are not required to be held in Nevada. They can take place anywhere in the world!
Single-member LLCs are allowed. One person may hold all positions in the company. (This is not the case in every state!)
There is very little disclosure required. This is the main reason why anyone interested in privacy will often form their corporations or LLCs in Nevada.
Stock (or membership interest) does not need to be purchased with cash – anything of value will do, including your time and services.
So Eric, I hope this helps in your decision-making process.
Best of luck to you on your new venture!