Ronald J. Cappuccio, J.D., LL.M. (Tax)

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Innovative Strategies For Winning Tax Controversies, Business Structuring And Estate Planning

Are LLCs Effective Liability Shields In Foreign Countries And Jurisdictions?

The LLC is a creature based on relevant state law. In general, as in various U.S. states, the local law must be satisfied.

Simply holding out as an LLC from US state A does not by itself shield in other states or foreign countries.

For example, an LLC organized in U.S. state A may, under various terms, register in other states as a foreign LLC. Such registration typically brings the LLC under the other state LLC protection, as far as applicable.

Foreign (non-U.S.) corporations from certain countries may be taxed in the U.S. as a per se corporation. but that still does not grant corporate immunity to the non-U.S. corporation. Such immunity can only be achieved through applicable state law.

In order for a U.S. limited liability company to have liability protection, it must be separately registered in a foreign county. Nevertheless, the foreign country does not have to recognize a U.S. LLC for either liability or tax purposes, although a few have procedures to go through to recognize them.

Corporations are more widely recognized than LLCs and are usually taxed as a separate entity.

Multinational Business Negotiations – Q&A

Subject: How do I go about introducing income-generating companies for his consideration?

Question: I know an entrepreneur in my country who buys a controlling stake in companies that generate income. He is the second richest man in my country. How do I go about introducing income-generating companies for his consideration?

Answer: First, ask him if you find a good prospective investment, would he be interested in you presenting it? This gets you permission to discuss the matter and starts to have him become invested in your activities. If he agrees, once you find a potential investment, have your lawyer prepare an agreement with the seller/company to protect any fees or commissions you might make. You definitely need legal advice to comply with the appropriate brokerage and securities laws. I hope this is a good start!