Oregon Limited Liability Companies
Oregon Limited Liability companies provide benefits and advantages of other forms of US business organizations without most of the restrictions. Most importantly for the person or group who want a US company which provides a status very similar to a traditional Offshore Corporation (IBC) registered in an Offshore Tax Haven, the US LLC is tax free on business transactions outside the US and whose members are US non-resident aliens. It is sometimes referred to as an Oregon offshore company or Oregon offshore LLC.
Characteristics and advantages of an Oregon Limited Liability Company
- The name of an Oregon LLC must not havee any similarity to an existing company registered in Oregon and must end with the words "Limited Liability Company", "Company", "L.L.C." or "LLC".
- A registered agent with a registered office, with a street in Oregon is required.
- The Registered Agent will prepare and file the Articles of Organization with the Oregon Secretary-of-State, at which time the Limited Liability Company will legally exist.
- An Oregon LLC is a legal business entity and treated as separate from its owners.
- The LLC does not issue shares therefore, it does not have shareholders. Its owners are members of the LLC.
- An Oregon LLC may be organized with a minimum of one member.
- The members of an Oregon LLC usually manage the business. The authority of the members is normally in direct proportion to their interest in the profits of the LLC.
- A manager may be appointed if necessary.
- The manager may be a member.
- There is no Board of Directors. The manager is directly responsible to the members.
- An Oregon LLC is owned by its members.
- Non-resident aliens and/or companies may fully own an Oregon LLC.
- The LLC may also be owned by Corporations (companies limited by shares), other LLC's, Partnerships, Trusts, Pension Plans, Charitable Organizations and US residents.
- There are no restrictions as to the number of members and their residence or citizenship.
- An Oregon LLC offers asset protection to its owners. The Limited Liability status ensures that debt and other obligations are the sole responsibility of the company.
- An Oregon LLC is a tax free business entity.
- Income from the distribution of profits to the owners is taxed on the Personal income basis of the owner.
- If no income is derived from doing business or trade within the US, the non-resident alien members are not liable for United States tax and do not have to file tax returns.
- It is recommended that when organizing an LLC, non-resident members should be physical persons. If it is formed by non-resident legal entities, such as companies or corporations, the LLC may be considered by the IRS as a branch of a foreign company in the US and the LLC will therefore be taxed on its worldwide income.
- Income is said not to have been derived from the United States, providing that:
- The LLC is not effectively connected with trade or business within the United States.
- It does not employ US residents on a permanent basis.
- It does not rely on a dedicated place of business within the United States. This does not apply to an office which is infrequently used.
An Oregon LLC may have a life in perpetuity. Conditions for the sale, transfer or disposition of a member's interest should be set out in a Members' Agreement.
Nominee members may be used in an LLC.
The Oregon LLC is a good vehicle for non-resident aliens to earn tax free income utilizing a US business entity, but not conducting its business in the USA.
Oregon LLC's are not known by tax authorities outside the US, compared to Delaware LLC's, which are often used to minimize tax liabilities.