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What would be the most advantageous legal capacity to incorporate as a wholly-owned US subsidiary of a small privately held UK c

Newport Beach, CA |

Ompany. And what recommendations regarding State of incorporation if that is not geographically pre-determined.

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Attorney answers 5


You have not provided enough information to provide a definitive answer. What is the nature of your business? What are the particulars of you business plan? What is the intended relatioinship between the UK Corp and the US sub?

Without answers to these questions, there are two basic approaches that come up for me: 1) Pick a state that does not have an income tax, or a very low income tax such as Nevada, Texas, Washington State or Florida, 2) consider an LLC as a disregarded entity that is wholly owned by the parent corp. unless you have a business plan for the US sub that requires that its accounting and tax position be separated from the UK corp.

You need to seek a consult with a business attorney to assist you in developing you business planning.

Good luck!
Phillip M. Smith Jr.
Los Angeles Tax & Business Attorney

THESE COMMENTS ARE NOT LEGAL ADVICE. They are provided for informational purposes only. Actual legal advice can only be provided after consultation by an attorney licensed in your jurisdiction. The answer to question does not create an attorney-client relationship or otherwise require further consultation. Mr. Smith is licensed to practice law throughout the state of California with offices in Los Angeles County. He is authorized to handle IRS matters throughout the United States, and is also licensed to practice before the United States Tax Court. His phone number is 323-292-4116 or his email address is


The short answer to your short question is IT DEPENDS. The simple formula is "if you change the facts, you change the law". You have no facts that are sufficient to provide any intelligent advice. Get a lawyer who will review your strategy and business plan. Otherwise, its just "green eggs and ham" thinking with my apologies to Dr. Seuss.

We are a Massachusetts law firm that helps organize and operate businesses and estates with trust, respect, and teamwork. This response is based on Massachusetts or federal law, but does not create an attorney-client relationship. This site provides general information. Please contact a lawyer in your jurisdiction for a solution to your issue.


If you will have a physical presence in the US, the best idea is in the jurisdiction of your presence. Delaware, Nevada and other "famous" domiciliations for corporations (and LLCs) in the US ignore that the corporation will have to register as a "foreign" entity in the states where its offices are located. Your posting is from Newport Beach. Our office specializes in assisting European clients establshing subsidiaries in the US and you are welcome to contact me via the Avvo profile. We take a "big picture" approach to foreign investment, rather than a segmented, one question at a time approach. There are many other excellent Avvo attorneys close to Newport Beach. Vitually all of my European clients have elected to use the LLC as an investment vehicle.

The above is general legal and business analysis. It is not "legal advise" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also terms and conditions item 9, incorporated as if it was reprinted here.


I do a lot of this wrok. My recommendation for a European company is to incorporate or create an LLC in Delaware. No physical presence in DE is required and there are numerous advantages. Several of my foreign clients have organized LLC's or corporations in DE.


I voted up all of the prior answers as good. I will add the following, which includes a different perspective on one issue.

I have helped more than 30 foreign clients build companies here in the U.S. and have blogged extensively on issues faced by my foreign clients. I recommend that you go to my blog's Foreign Countries page (first link below) and follow the links wherever they take you.

The area where my perspective differs is that the vast majority of my foreign clients have formed corporations rather than LLCs (please see the post at the second link below). The principal reason for this is marketing-related: A corporation is perceived as more substantial than an LLC. The secondary reason, which pertains to only a minority of my foreign clients, is that if they are seeking outside funding, many established investors prefer or insist on investing in a corporation.

This information does not constitute legal advice and does not establish an attorney-client relationship.

Michael Charles Doland

Michael Charles Doland


Very interesting links. Thank you.