Atrium Incorporators

It's cool being a musician, isn't it! But remember, it can be a big hassle if you don't have your stuff together legally - like who owns your equipment, and who has the rights to your songs. We have been helping musicians like you for the past two decades with unprecedented success. Our low rates are dirt cheap, and we make it so easy for you to form a Delaware LLC or any other entity located in a most suitable jurisdiction, depending on your citizenship and country of residence, for a matter of tax planning.

WHY INCORPORATE NOW?
Real Life
No major band ever signed a contract with a record company without first FORMING AN ENTITY, like a Delaware LLC or corporation. Why? Because major companies don't want to deal with five talented guys and a baby gorilla who have a great sound. Companies want to deal with COMPANIES. They feel safer that way.

We at Atrium can help you with the company, and make it so easy for you to keep it all together.

Ownership of Common Items
Who owns your speakers? Your studio gear? Your copyrights? Aren't they valuable assets? How are you protecting them?

With a Delaware LLC you can specify one member's ownership rights to a specific asset and spread the ownership of other assets out over the full band. You can specify the members of the band and give them specific voting rights, if you want to. You can state what the procedure will be used for kicking a member out, or prescribe requirements members must accept if they quit the band.

Only one kind of entity is THIS flexible, the Delaware Limited Liability Company (LLC). Why? Because in Delaware we believe in two principles of law that give the Delaware LLC its power: 1) Freedom of Contract; and 2) Enforceability of Contract. What does this mean to your band?

Flexibility
First of all, your "band" is actually going to become a company, and you're going to own and control it. The LLC Company agreement will help you in managing what everybody expects of everybody. Your members in the band are actually the members in the company.

But of course, not everyone's an equal partner, are they? What about the new guy. Does he get to share in the royalties of the songs you've already recorded? What about voting rights? Four guys, four votes? What happens when it's 2 against 2? In a Delaware LLC you can have super voting rights for some members, and non-voting members also. You can specify, if you want, that new members have no voting rights until they've been in the band a certain period of time. Members can gain one vote for every year they've been with the band, and you can specify, if you want, how the band can take away voting rights of members for certain conduct, or for not showing up.

When Delaware says you have "Freedom of Contract" it means you can make up the rules ANY WAY YOU WANT. Once you've got them all written into the company agreement, you all sign them and then EVERYONE who signs is responsible for fulfilling the agreement.

Protection Against Liability
Think back to your last gig - lots of young fans, drinking and partying. One takes a dive from the stage and, BAM!, smacks the floor with his head. Who do you think is going to get sued? Yep, the club for sure, but also everyone in the band.

By forming a Delaware LLC, you can shield the band from personal liability for company debts, and company actions. This could help you sleep more easily.

Benefits of Incorporating (Summary)
Limited liability
Asset protection
Ability to assign certain rights to certain members
Pass-through taxation (with Delaware LLC)
Business deductions for losses and expenses
Enhanced credibility with record companies
Investor attraction

WHY DELAWARE?
The State of Delaware is a leading domicile for U.S. and international corporations. More than 500,000 business entities have made Delaware their legal home including 300,000 corporations and 200,000 limited liability companies and partnerships. More than 50% of all publicly-traded companies in the United States including 60% of the Fortune 500 have chosen Delaware as their legal home. You too can capitalize on the instant credibility that a Delaware corporation provides.

With Delaware, you also get:

Low filing and franchise tax fees
Director, Shareholder and Officer anonymity
There is no minimum amount of money required to be in the company bank account. Many states require $1,000. Delaware has no requirement.
You can be all of the officers of a Delaware corporation yourself
No state income tax for entities that do not operate within Delaware
No state inheritance tax on stock held by non-residents
An established body of law and specialized court that protects corporations.
Directors may fix any price on shares of stock that they wish to sell.
No presence required in Delaware - just need a registered agent here. You can form over the phone, by fax, or by mail!
The customer service oriented staff of the Delaware Division of Corporations

INCORPORATION OF LLC IN USA
The LLC’s, since:
(a) Members are not US citizens or resident in USA;
(b) The company does not sell – generate profits in USA;
It will be a 100% tax exempted company, excellent for your worldwide trading.

Pls note that, nevertheless, and keeping the tax exemption statute, you can always use your LLC to buy any products from the USA.

The minimum requirements to set up a LLC is just One Member and One Manager – same entity can simultaneously take both charges. Both individuals and corporations can be appointed to act as Members and Managers of your LLC. This means that one sole person (you), can be simultaneously the Member and the Manager of the company. No secretary required.

DELAWARE US STATE
ADVANTAGES TO INCORPORATE IN DELAWARE

DELAWARE
A TAX HAVEN FOR NON US RESIDENTS
Let me first underline this taxation issue in USA, once you are interested to move forward with a US LLC company in Delaware.

People in the U.S. are familiar with Delaware as the home to most large US companies. But many people don't realize that the U.S. has become one of the world's most attractive jurisdictions for non-U.S. citizens. The reason is the Delaware Limited Liability Company (LLC).

The LLC is a unique type of company. Similar to a European "limited company", it is in some ways a corporation and in others a limited partnership. A Delaware LLC is totally disregarded for income tax purposes by US tax authorities.

A Delaware LLC pays only one "tax": the $200 per year Delaware franchise tax.
An LLC's profits "pass through" to the individual owner. For Americans who file a personal US tax return, these profits are added to their ordinary income and taxed at the individual rate. The advantage for non-Americans who do not file a U.S. tax return is that the LLC's profits pass through to LLC's owner but the income is not taxed by the U.S.. Of course, if you feel it is necessary to report the LLC's income in your home country, you are able to do so. However, ownership in a Delaware LLC is completely private and is never disclosed, not even to the state of Delaware.

For many types of businesses, incorporating in the owner’s home state or country makes sense. An internet business is different. Because your storefront is accessible to people all over the world, there is no fixed location where you are “doing business”. You may live in New Jersey. But, your website is hosted in California, your bank is in New York and your customers are all over the world.

When you incorporate in Delaware, you protect your status as a borderless company. You pay no Delaware because you do not operate in Delaware. You are simply registered there. You are not liable for corporate taxes in your home state because you are not registered there as “doing business”. Your corporation pays only Federal income taxes or, in the case of a Delaware LLC, no income taxes at all.

With a Delaware corporation or LLC, your business address can be anywhere in the world, or nowhere at all. The state of Delaware does not require your address. It also isn’t interested in the names and addresses of your company’s shareholders, officers or directors. The only address that we require is a shipping address where we can send your company documents and subsequent franchise tax notices. Our address becomes your company’s “registered office” in Delaware, and we forward to you all official correspondence relating to your business.

PRIVACY
- Your name and address are not publicly disclosed.
- Your home and business addresses are not made public.
- Ownership is not public information.
- There is no publicly searchable database for company management or ownership.

TAX SAVINGS
- A Delaware LLC is tax-free, except for a $200 annual franchise tax.
- There is no sales tax in Delaware.
- There is no state corporate income tax for Delaware companies that do not operate within the state.
- There are no Delaware capital shares or stock transfer taxes.
- There is no state inheritance tax on stock held by non-residents of Delaware.

PROTECTION FROM LAWSUITS
- A Delaware director shield law protects you from personal liability in connection with the actions of your company.
- There is a long-established body of laws that protects Delaware companies and lets them focus on doing business, rather than fighting expensive lawsuits.
- Unlike any other state, Delaware has a separate court system, the Court of Chancery, to resolve legal disputes inexpensively.
- If you are ever sued in Delaware, your registered agent serves as a buffer, accepting service of process on behalf of the company.
- Because company ownership and management is not public information, it is difficult for creditors and litigators to "pierce the corporate veil".

CONVENIENCE
- A Delaware corporation or LLC can be headquartered anywhere in the world.
- One individual can be the stockholder, director and hold all the executive offices.
- You need not have a Delaware office address aside from that of your registered agent – Atrium.
- Company records do not need to be kept in 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.
- You can form your company without coming to Delaware using Atrium’s services.
- There is no minimum investment to form a Delaware corporation or LLC.

FLEXIBILITY
- Different kinds of businesses can be transacted under one corporate roof.
- Your company can own real estate or personal property anywhere in the world.
- Unlike most other states, corporations can easily be converted into LLCs and vice versa.

US LLC
LIMITED LIABILITY COMPANY

TAX ADVANTAGES
Are you aware of the safe and completely discreet tax strategy that offers tremendous savings in income taxes for companies located outside the United States?

You can benefit from this opportunity to reduce your income taxes significantly. Our U.S. Limited Liability Company (LLC) strategy is an often-overlooked means of delivering an enormous tax advantage. Of course, it must be carefully and appropriately implemented. This strategy is already being successfully used by companies around the world.

We specialize in the formation of U.S. companies to be used in international tax planning strategies. Over the past 7 years, we have helped thousands of foreign companies save hundreds of thousands of dollars. This strategy can significantly increase your income.

Below are materials describing the U.S. LLC strategy, as well as case studies showing this strategy in operation. These documents help explain how our services might be integral to reducing your taxes.

This is an unique opportunity for you to offer yourself an effective international tax strategy.

HOW YOU CAN BENEFICT BY FORMING
A TAX-FREE U.S. COMPANY

THE US LLC
The U.S. Limited Liability Company (LLC) is becoming an essential international tax planning tool through the advantages of “flow-through” taxation. Like a U.S. corporation, the LLC provides protection from liability, but for tax purposes it is treated like a partnership. This means the LLC itself pays no income tax. Instead, all income and expenses “flow” directly to the owners.

By forming and using a U.S. LLC in conjunction with an offshore company , you can combine the best of both the onshore and offshore worlds. A carefully LLC will enable you to avoid the increased scrutiny of offshore companies and gain the acceptability of a U.S. company with the tax advantages of an offshore company.

HOW DOES IT WORK?
For a U.S. LLC to be tax free in the United States, the LLC must meet the following requirements: it must have no income or expenses in the U.S., and it must be owned by a foreign company or by a non-U.S. citizen who lives outside the U.S.

Once established, you do business with your U.S. company counterpart by receiving invoices from and making payments to the U.S. company. The U.S. LLC, in turn, deposits the funds in its bank account. The money is transferred to your offshore company’s bank account. You can then spend or invest the money tax free.

Atrium Incorporators specializes in the formation of U.S. companies for use in international tax planning strategies.

We have implemented our unique approaches for helping foreign companies achieve tax advantages for the past 7 years.

Our services include all of the necessary elements to form your U.S. LLC and maximize your success by creating a “believable image” that will avoid the scrutiny of tax authorities.

Atrium Advantage
Atrium as several key elements that will ensure your success. Our strategies are built on sound legal advice from leading U.S. tax attorneys. We have extensive experience in company formation and U.S. tax law. We work directly with tax and financial professionals, never with taxpayers. And finally, we have a proven ability to take you through the process of creating a “believable image” with a Virtual Office that includes mail, phone and fax forwarding and professional business identity packages.

INCORPORATION SERVICES AND FEES
Incorporation costs (in Euros):
Incorporation in USA/Delaware - LLC – Euros 1,700.00
1st year annual Government License Fee (USD 200) – Euros 170.00
Draft of the Operating Agreement to meet your specific requirements, including business activities – Euros 225.00
Annual maintenance fees – Euros 1,050.00/annual (*)
Mailing address with re-forwarding mailing services – 680.00/annual
Set up fee – Euros 25.00
Provision to cover mail re-forwarding to you – Euros 200.00
Hand Plier Company Seal – Euros 75.00
Opening of an offshore corporate bank account – General Disbursements – Euros 350.00
2nd set of certified documents for bank account opening purposes – Euros 325.00
Draft of Minutes deciding the opening of such bank account – Euros 75.00
DHL delivery of documents – Euros 70.00 (within Europe)
(*) 1st year fees will be payable together with incorporation fees.

All documents to be provided notarised and apostilled as per Hague Convention.

Annual Fees
The Annual Fees are concerned with the following services:
Annual Statutory Fee, which includes:
- The provision of a registered office in the jurisdiction of incorporation, as required; the registered office is not considered as a trading address.
- Local incorporation agent, to provide you all services relating company matters (registered agent facilities);
- Filing statutory returns with official departments, required, to be the company active and alive;
- Liaison with the registered office and the registered agent in the jurisdiction of incorporation, attending to the payment of the Annual Government License Fees and other government fees;
Annual Compliance Fee, which includes:
- Attending to routine compliance matters (inclusive of periodic file reviews), reviewing official correspondence received and other routine matters incidental to good corporate governance;
- Processing and Return Filing with Internal revenue, State Department, and other official departments

Government Flat License fees – US$ 200/annual – relating the State of Delaware

NOMINEE SERVICES
Nominee Services are recommended to those people who wish and require 100% privacy, confidentiality and anonymity as to his relationship with the company. In such case, your name will not appear on the official files of the Registrar of Companies, but the nominees’ names provided by Atrium. You can however manage to run the company through a full P.O.A. – Power of Attorney - which can be issued as per your own verbiage or ours. We can provide you a draft for your analysis.

Nominee Services – Fees (Optional)
Provision of Nominee Member – Euros 450.00/annual
Provision of Nominee Manager – Euros 550.00/annual
Cost of P.O.A. – Euros 650.00

We can provide you a draft of this Power of Attorney for your review and approval, upon your request.

- Nominee Services Agreement
- Director’s Declaration
- Director’s resignation letter signed and undated
- Stock transfer form of shares, in blank, signed and undated

FULL SERVICED VIRTUAL OFFICE IN USA
Recommended service - a service provided for those who incorporate offshore but simultaneously wish to offer the company a high degree of credibility internationally, and grant that all mail, phone calls and faxes addressed to your company by any entity, client, provider, … will be always received by you. At the address you ill notify us for that effect.

Mailing address with re-forwarding mailing services – 680.00/annual
Set up fee - Euros 50.00
Provision to cover mail re-forwarding – Euros 200.00
Dedicated and exclusive telephone line in US – 750.00/annual
Set up fee - Euros 50.00
Provision to cover message re-forwarding on daily basis – Euros 100.00
Dedicated and exclusive fax line in US – 750.00/annual
Set up fee - Euros 50.00
Provision to cover fax re-forwarding on daily basis – Euros 200.00

Should you wish, all calls can be diverted to your land line outside USA (*) - or mobile number - and all faxes scanned, on a daily basis, and delivered to your email account on PDF format.

(*) Please contact us for further details in terms of additional costs

OPENING OF CORPORATE/BUSINESS BANK ACCOUNTS
We do suggest any of the following banks:

Lloyds TSB Bank, Isle of Man and Jersey
Singer & Friedlander IOM Limited, Isle of Man
Parex Bank, Latvia
First Caribbean International Bank, in Turks & Caicos
Anglo Irish Bank, Austria
BPN – Banco Portugues de Negocios, Portugal and Cape Vert
Amongst others

If either of these banks or jurisdictions to set up your offshore bank account suits you, we shall be very pleased to assist you.

INCLUSIONS
All documents will be provided CERTIFIED and APOSTILLED, as per Hague Convention, and as required by all banks in case you may wish to open a bank account;

Certificate of Formation
Statement of Organizer (optional) – only in case you do not wish the Certificate of Incorporation to have the Members and Managers names – Euros 225.00
Operating Agreement
Provision of Offshore Corporate Bank Account

TIME TO INCORPORATE
Considering all documents will be provided to you duly certified and apostilled, the usual delivery time will be between 6 to 7 working days – if delivery by DHL.

ANNUAL GOVERNMENT LICENSE FEES IN US DELAWARE
US Federal Taxation
US Limited Liability companies structured for partnership tax treatment with non-resident members and which conduct no business in the US and which have no US-source income are not subject to US federal income tax and are not required to file a US income tax return.

State Taxation
US limited liability companies that conduct no business in the recommended states of formation with non-resident members are generally not subject to state income tax and are not required to file a state income tax return.

USA – “OFFSHORE” ENVIRONMENT
The United States LLC is not a partnership or a corporation. It is a distinct business entity that offers an alternative to partnerships and corporations by combining the corporate advantages of limited liability with the partnership advantage of pass-through taxation. US LLC’s with non-resident members and which conduct no business in the US and which have no US-source income are not subject to US federal income tax and are not required to file a US income tax return. US LLC’s are popular vehicles for conducting international business.

HOW TO START INCORPORATION PROCESS
We only need an email from you, with your order, confirming the required optional services, if any. A Proforma invoice will then be delivered to you with our banking coordinates so that you may settle the payment by swift wire bank transfer.

DOCUMENTS AND INFORMATION REQUIRED
We shall need copy of your passport and full address to send all documents to you. Also 3 – 4 alternative names will be required (ending on suffix LLC) to enable us to make the name search and approval for the company.
Results about the name approval will be provided to you the same day.

Please contact us, should you have any question or doubt you should need to clarify.

OFFSHORE INCORPORATION SERVICES
COMPANY FORMATION & MANAGEMENT SERVICES
TAX PLANNING AND ASSET PROTECTION SOLUTIONS
INTERNATIONAL BUSINESS COMPANIES
HOLDING COMPANIES
PRIVATE LIMITED COMPANIES
LIMITED LIABILITY COMPANIES
LIMITED LIABILITY PARTNERSHIPS
TRUSTS
PRIVATE & FAMILY FOUNDATIONS
BANK FORMATION
PANAMANIAN LICENSED FINANCIAL CORPORATIONS
NEW ZEALAND OFFSHORE FINANCIAL INSTITUTIONS
SECURE & CONFIDENTIAL NOMINEE STRUCTURES
INCORPORATION IN EUROPE AND
MAJOR INTERNATIONAL OFFSHORE CENTRES
OFFSHORE BANKING
WORLDWIDE FULL SERVICED VIRTUAL OFFICES

FREE CONSULTANCY

info@atrium-incorporators.com

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