

Lead Thinking - Incorporating a LLC - maccman
http://leadthinking.com/68-incorporating-a-llc

======
zngtk4
The advice about Delaware and Nevada isn't necessarily good advice in terms of
liability and in terms of taxes.

If you're sued, you may have to go to Delaware or Nevada to defend yourself,
and even if not, you may be subject to the laws of Delaware or Nevada, which
will be different from the state you are operating from. From a book I have
(called Asset Protection by Adkisson and Riser):

 _Under state law, having a registered agent in the state of incorporation
creates nexus sufficient to allow the corporation to be sued in that state.
This fact alone may affect the decision where to incorporate. A jurisdiction
where jury verdicts tend to be very conservative may be preferable to one with
a reputation for runaway jury awards. The cost of defending a lawsuit may also
be a significant factor in this decision. Defending a lawsuit in the owner's
home state will be substantially cheaper than defending the same lawsuit
across the continent [or as one person here says, across the world]. This may
be a factor in deciding where to incorporate_

Delaware also imposes different laws on the roles and duties of directors and
treatment of Shareholders. Do you know what these are?

 _Further you do not avoid taxes by incorporating in Delaware!_ You have to
pay taxes in the state you operate in. So even if you are a Delaware
corporation, you would pay taxes in Pennsylvania if that is where you operate
(and you have to operate in a different state to not pay Delaware corporate
taxes).

------
carbon8
AFAIK, there aren't a lot of benefits to registering an LLC in a state other
than your own and it can end up costing more when you register to conduct
business in your own state. I recommend anyone considering this to treat out-
of-state registration with skepticism and research it more. It's been
discussed on HN, there's info on nolo.com and you can ask an attorney.

------
SingAlong
_Delaware imposes no state income tax on a business that does not operate
within the state._

Does this mean that I can incorporate there and run the business with a
physical presence from some other country?

~~~
darshan
It certainly sounds like that's the case, based on this sentence from the
article:

 _I recommend getting a firm to do it for you, especially if it’s your first
time, or you’re outside the US._

~~~
ovi256
That would be phreaking awesome, I wondered if that was possible for years.

