Delaware client case studies in 2021

  • Delaware feeder fund set-up for USA investors

    Background

    • Our Client is the investment manager for a Mauritius Master Fund and they are looking to set up a Feeder Fund in Delaware to onboard USA investors seeking investment opportunities through their Individual Retirement Account (IRA) and 401K account savings.
    • Our Client required end-to-end support to set up their Delaware Feeder Fund, including preparation of offering documents such as the Private Placement Memorandum and Subscription Agreement.

    Engagement planning

    • Our Client Engagements Manager, Apurv Trivedi, had a detailed conference call with our Client, who initially considered setting up a Delaware Series 5 company to support their Feeder Fund structure for the Mauritius Master Fund.
    • Over the call, Apurv i) presented various corporate structures to our Client, recommending that a simple Delaware LLC company would meet their requirements, ii) explained the compliance and legal requirements for a business in Delaware and iii) explained how they could leverage the relationship with USA investors to secure a USA bank account.
    • Our Client was interested in proceeding with Healy Consultants Group PLC’s recommendation. Apurv prepared and emailed our Client an engagement advancement proposal and the formal invoice including i) Delaware LLC set up, ii) USA corporate bank account opening, iii) preparation of offering documents and operating agreement and iv) tax registration.
    • Our Client promptly provided the requisite due diligence documents and settled our professional fee. Thereafter, we prepared a detailed Engagement Project Plan mapping out steps to engagement completion.

    Delaware company incorporation

    • Within one day, we confirmed the company name availability with the Delaware Registry, and once our Client finalised the corporate structure of the Delaware entity, our team initiated the company set up.
    • Within one week, the Delaware Registry approved the company registration and issued company numbers. Our Client’s company was, at this stage, legally allowed to conduct business internationally, including signing contracts with customers and issuing sales invoices.
    • We then emailed our Client the Delaware corporate documents including i) Certificate of Incorporation, ii) Statement of Authorised Person and iii) template of his Delaware company sales invoice.

    Preparation of operating agreement & offering documents

    • After securing the company numbers, we immediately deployed our panel of lawyers and paralegals to develop an Operating Agreement for our Client’s ‘Manager-managed’ Delaware Feeder Fund, as well as offering documents including i) Subscription Agreement and ii) the Private Placement Memorandum.
    • Healy Consultants Group PLC’s affiliate lawyer, a specialist in the investment industry, reviewed the documents and ensured that the documents were aligned with the Securities Exchange Act of 1933 (USA), as well as making proper disclosure of the Mauritius Master Fund and associated risks.

    Escrow set up

    • Our Client communicated to Apurv that they had strict timelines to raise capital from their investors and requested to identify alternate solutions to enable the funds transfer to the Mauritius Master Fund. They could not wait up to four to six weeks to obtain the Tax ID and bank account number.
    • Apurv suggested that our team set up an escrow arrangement for our Client to transfer their funds to the Mauritius Master Fund.
    • Healy Consultants Group PLC’s legal team prepared an escrow contract for our Client and introduced our Client to our preferred escrow attorney, who would assist our Client to transfer the funds from the USA investors to the Mauritius Master Fund.

    Employer Identification Number (Tax ID) registration

    • After immediately securing the company numbers, Healy Consultants Group PLC, in parallel to the preparation of offering documents, had also applied for a Tax ID registration for our Client’s business with the Internal Revenue Services (USA).
    • Due to Covid-19 and an internal systems upgrade, Internal Revenue Services was not accepting expedited service requests. The department typically takes 45 working days to process Tax IDs for businesses with non-USA owners. Further, USA banks only review a bank account opening application for a USA business once the Tax ID has been allocated.
    • In the meantime, we continued to aggressively follow-up for our Client’s allocation after submission and manged to secure the Tax ID within five weeks.

    USA and Mauritius Bank Account Opening

    • After securing the Tax ID for our Client, we drafted a detailed business plan outlining the company’s core activities, financial projection, market analysis and corporate structure.
    • Once the business plan was signed off by our Client, Healy Consultants Group PLC prepared complete bank account opening forms and submitted them to at least 30 different banks in USA and Mauritius to increase approval chances.
    • Apurv shared a detailed feedback report with a list of USA and Mauritius banks that had been contacted and had shown interest in onboarding our Client’s business.
    • Over the next couple of weeks, Apurv connected with multiple USA and Mauritius banks and negotiated non-travel corporate account opening as per our Client’s preference. Among multiple other banking options, our team sourced a i) USA banking option which was an ‘FDIC Member’ and offered insurance of up to US$250,000 to protect our Client’s bank investments and ii) Mauritius banking option with which our Client was already banking for the Master Fund.
    • Once our Client approved to proceed with the above options, Apurv prepared corporate bank account opening forms and emailed the same to our Client for review and input.
    • Apurv then advanced the Client’s application with his preferred bank to avoid any delays. Due to the then prevalent Covid-19 pandemic and the lockdowns, Apurv secured multiple waivers with the bank, including supplying original notarised documents. Within four weeks, the bank sent the account numbers directly to our Client.
    • Within two weeks of receiving the account numbers, the bank activated our Client’s internet banking. Our Client could now access their bank account remotely from anywhere in the world.

    Engagement completion

    • Following engagement completion, Healy Consultants Group PLC supplied a full company kit to our Client, including Delaware corporate documents, unopened bank correspondence and a Client feedback survey.
  • Spanish Client sets up Delaware investment management business

    Background

    • Our Client is an adept investment professional who wanted to set-up an investment management business for their Cayman Islands Mutual Fund, dealing in cryptocurrency derivatives.
    • Our Client’s investment management business have two shareholders and one director, and wanted to set-up the investment management business in a tax-optimised jurisdiction with less or no requirements for managing digital assets.

    Engagement planning and research

    • Our CEO, Chrissi Zamora, had a comprehensive call with our Client, who is based in the UK, to address their doubts and concerns about their business set-up and Chrissi recommended a detailed research to identify favourable jurisdictions for our Client to set-up their investment management business.
    • Chrissi prepared and emailed our Client a retainer proposal before Healy Consultants Group PLC initiated the tailored research for our Client’s investment management business.
    • Within three weeks, our team provided a detailed comparison table to our Client to compare several jurisdictions that may be suitable to their business set-up. We recommended Delaware as the ideal solution for our Client as Delaware has no licensing requirements and the structure could be tax exempt. After a detailed call and an internal evaluation, our Client agreed to proceed with the Delaware company set-up and crypto-friendly bank account for their business.
    • Chrissi then prepared and emailed our Client an engagement advancement proposal and the formal invoice for Delaware business set-up services and offsetting the fee the Client had already paid for the retainer.
    • Our Client promptly provided the requisite due diligence documents and settled our outstanding professional fee. Thereafter, we prepared i) a detailed Engagement Project Plan mapping out steps to engagement completion and ii) a quality business plan to assist with corporate bank account opening.

    Delaware company incorporation

    • Within one day, we confirmed the company name availability with the Delaware Registry. Once our Client finalised the corporate structure of the Delaware entity, Healy Consultants Group PLC initiated the company set-up.
    • Within one week, the Delaware Registry approved the company registration and issued company numbers. At this stage, our Client’s company was legally allowed to conduct business internationally, including signing contracts with customers and issuing sales invoices.
    • We then emailed our Client the Delaware corporate documents, including i) a certificate of incorporation, ii) the statement of authorised person and iii) a template of their Singapore company sales invoice.

    Employer identification number (Tax ID) registration

    • After securing the company numbers, Healy Consultants Group PLC immediately applied for a Tax ID registration for our Client’s business with the Internal Revenue Services (IRS), which is located in the USA.
    • Due to Covid-19 and an internal systems upgrade, IRS was not accepting expedited service requests. The department typically takes 45 working days to allocate Tax IDs to businesses with non-USA owners. Furthermore, USA banks only review a bank account opening application for a USA business once the Tax ID has been allocated.
    • Healy Consultants Group PLC continued to aggressively follow-up for our Client’s allocation after submission and manged to secure the Tax ID within the allocated timeframe.

    USA bank account opening

    • Healy Consultants Group PLC drafted a detailed business plan outlining the company’s core activities, financial projection, market analysis, corporate structure and the management contract for the Cayman Mutual Fund.
    • Once the business plan was approved and signed-off by our Client, we prepared complete bank account opening forms and submitted them to different USA crypto-friendly banks to increase approval chances.
    • Apurv shared a detailed feedback report with a list of banks that had been contacted and had shown interest in onboarding our Client’s business.
    • Our Client selected their preferred corporate banking option. Apurv received the selection then prepared corporate bank account opening forms for our Client’s preferred bank and emailed our Client for their review and input. Our Client’s preferred bank was a “FDIC Member” and offered an insurance of up to US$250,000 which will provide protection for our Client’s bank investments.
    • Apurv then advanced the Client’s application with the preferred bank to avoid any delays. Due to the prevalent Covid-19 pandemic and lockdowns, Apurv secured multiple waivers with the bank, including a physical meeting and the supply of original notarised documents. Within six weeks, the bank sends the account numbers directly to our Client.
    • Within two weeks, after receiving the account numbers, the bank activated our Client’s internet banking. Our Client now could access their bank account remotely from anywhere in the world.

    Engagement completion

    • Following engagement completion, Healy Consultants Group PLC supplied a full company kit to our Client, including the Delaware corporate documents, an unopened bank correspondence and a Client feedback survey.
  • Delaware company renewal service 1

    Background

    • In May 2020, Healy Consultants Group PLC’s renewal team reached out to our Client through email to remind him of relevant annual statutory accounting and tax filing obligations for his Delaware entity.
    • In early June 2020, our Client settled Healy Consultants Group PLC’s renewal engagement fees to timely, completely, and accurately discharge annual statutory accounting and tax filing obligations for his business in Delaware.
    • Going forward, one of Healy Consultants Group PLC Accounting and Tax Department (ATD) team members has been assigned to project manage and supervise relevant procedures, to ensure our Client’s Delaware business timely completes its annual accounting and tax filings.

    Engagement planning

    • Our ATD team provided a detailed project plan outlining i) engagement process ii) expected timelines and iii) foreseeable challenges during the renewal engagement.
    • To assist our Client with his Delaware annual accounting and tax filings, Healy Consultants Group PLC’s ATD team prepared financial statements for our Client’s signature, based on the trial balance provided by the Client.
    • Our ATD team supplied weekly detailed engagement status updates on renewal engagement progress, to keep our Client updated if there were any additional documents / information required to be provided to complete the engagement.

    Personal tax filing

    • During the renewal engagement, our ATD team found out that our Client’s Delaware entity (a LLC with sole individual shareholder and director) who is a non-US persona, was required to file personal tax returns, while reviewing and examining our Client’s business activities and corporate structure.
    • Thus, our ATD team had suggested to our Client to engage Healy Consultants Group PLC to file his personal tax returns.
    • Our Client agreed and settled an additional fee of US$3,050, which included applying for the Individual Taxpayer Identification Number (ITIN).
    • After securing our Client’s consent to proceed, our ATD team actioned the following: i) preparation of Personal Tax Return (1040NR) + Schedules ii) Form 5472 (Information Return of Foreign-Owned US Corporation) and iii) ITIN application.
    • To complete our Client’s personal tax filing, Healy Consultants ATD team also requested our Client to provide i) his latest passport copy ii) US VISA (if any) and iii) travel history to the US (if available).
    • After securing the documents from our Client, our ATD team proceeded to prepare for the personal tax return filing for our Client.
    • Due to the recent COVID-19 pandemic, the process of the tax return filing was negatively impacted. The state authority postponed the due date for personal tax return filing to the end of July 2020. Normally, personal tax return filing is expected to be completed by 15 April each year.
    • As the Client engaged Healy Consultants ATD to complete the personal tax filing relatively late in the year, the ATD team suggested applying for a personal tax filing extension, to avoid any late penalties. A six-month extension was granted.

    Engagement completion

    • In early October 2020, Healy Consultants Group PLC’s ATD team completed the engagement by successfully i) preparing financial statements and ii) settling Delaware franchise tax for our Client’s Delaware business. With regards to the personal tax filing, we took the position that the business owner’s income through his Delaware LLC should not be considered as effectively connected, and therefore no personal tax was due.
  • Delaware company renewal service 2

    Background

    • In January 2020, Healy Consultants Group PLC’s in-house Accounting and Tax Department e-mailed our Client to remind him of upcoming USA annual statutory accounting and tax filing obligations for his Delaware LLC;
    • In February 2020, our Client settled Healy Consultants Group PLC’s renewal engagement fees to timely, completely, and accurately discharge annual statutory accounting and tax filing obligations for his Delaware LLC;
    • Going forward, one of Healy Consultants Group PLC’s Accounting and Tax Department (ATD) team members is assigned to project manage and supervise relevant procedures, to ensure our Client’s Delaware business timely completes its annual accounting and tax filings.

    Engagement planning

    • Our ATD team provided a detailed project plan outlining i) engagement process ii) expected timelines and iii) foreseeable challenges during the renewal engagement;
    • To assist our Client with his Delaware annual accounting and tax filings, Healy Consultants Group PLC’s ATD team prepared financial statements for Client signature based on management accounts provided by the Client;
    • Our ATD team supplied weekly detailed engagement status updates on renewal engagement progress, to keep our Client updated if there are additional documents / information to be provided to complete the engagement.

    Personal tax filing

    • During the renewal engagement, our ATD team found out that our Client’s Delaware entity (a LLC with sole individual shareholder and director) who is a non-US persona is required to file personal tax returns, while reviewing and examining our Client’s business activities and corporate structure;
    • Our ATD team suggested our Client engage Healy Consultants Group PLC to file his personal tax returns;
    • Our Client agreed and settled an additional fee of US$2,500 without the inclusion of renewal of his expired ITIN;
    • After securing our Client’s consent to proceed, our ATD team actioned the following: i) preparation of Personal Tax Return (1040NR) + Schedules ii) Form 5472 (Information Return of Foreign-Owned US Corporation) and iii) follow-up with client on the status of his ITIN renewal;
    • To complete our Client’s personal tax filing, Healy Consultants ATD team also requested our Client provide i) his latest passport copy ii) US visa (if any) and iii) travel history to the US (if available);
    • After securing these documents from our Client, our ATD team prepared for personal tax return filing for our Client;
    • Due to recent COVID-19 pandemic, the process of tax return filing has been significantly impacted. The State’s authority has postponed the due date for filing to end-July 2020. Normally, personal tax return filing is expected to be completed by 15 April each year.

    Engagement completion

    • In April 2020, our ATD team completed the engagement by successfully i) preparing financial statements and ii) settling Delaware franchise tax for our Client’s Delaware business.
  • Croatian software company establishes new company in Delaware

    Background

    • Our Client’s existing company offers services related to planning, design, consulting, development, implementation and maintenance of information systems;
    • In 2019, our Client decided to expand his business internationally by establishing a US footprint to supply quality support to its existing US clientele. Having found Healy Consultants Group PLC through Google and going through our USA webpage, our Client sent us an email;
    • After Healy Consultants Group PLC described the advantages of Delaware and other US states, it was mutually agreed to incorporate a Delaware Limited Liability Company and open a corporate bank account with one of the reputable banks in the USA.

    Engagement planning

    • Healy Consultants Group PLC prepared and emailed our Client an Engagement Advancement Proposal, including a formal invoice, engagement letter, due diligence checklist and a list of our existing and past Clients for professional reference;
    • Our Client promptly provided us with the due diligence documents and settled our complete invoice. Thereafter, Healy Consultants Group PLC prepared i) a detailed engagement project plan mapping out a step-by-step plan to engagement completion and ii) a quality business plan to assist with corporate bank account opening;
    • After our Client confirmed his preferred US corporate structure and company name, within one day Healy Consultants Group PLC prepared and supplied our Client the company incorporation forms for our Client’s e-signature using Hellosign;
    • To comply with the Limited Liability Companies Act, Healy Consultants Group PLC provided our Client with a registered agent and legal registered office.

    Company registration

    • After email receipt of the signed incorporation documents, Healy Consultants Group PLC submitted a quality complete incorporation application to the Business Registry;
    • Within one week, the Business Registry approved the company registration and issued company numbers. Immediately thereafter, Healy Consultants Group PLC filed a complete EIN tax ID application with the IRS;
    • Within another six weeks, IRS released an EIN tax ID for the newly-registered Delaware company, legally allowing our Client’s company to conduct business internationally, including signing contracts with customers and issuing sales invoices;
    • Following the above Healy Consultants Group PLC emailed our Client the Delaware corporate documents and a template of his Delaware company sales invoice, comprising i) company registration number and ii) city centre business address.

    Corporate bank account opening

    • With the company registered, Healy Consultants Group PLC submitted the business plan and the initial set of due diligence documents to multiple banks in Chicago. Since our Client had to travel to the United States, Healy Consultants Group PLC secured meetings with two banks. The majority of US banks require our client to have a proof of address in the US. To increase the success of the account opening, Healy Consultants Group PLC provided our Client with a Chicago area office address;
    • After our Client met the bank officer in Chicago and signed bank account application forms, the bank issued the account numbers within two days, and sent the debit card to our client’s hotel address. The Internet banking token was sent to the registered company address in Delaware.

    Engagement completion

    Healy Consultants Group PLC couriered our Client a company kit, including i) company incorporation documents ii) unopened bank correspondences, including the Internet banking token and business checks; and iii) a Client feedback survey.

  • Australian investor secures a readymade Delaware company with a large US corporate bank account

    Establish Delaware company

    Background

    • In early 2019, an Australian Client contacted Petar from our Healy Consultants Group PLC European office with the goal to register or obtain a new readymade company in one of the global important business hubs. Following initial consultation, both agreed to advance transfer of one of our Delaware readymade solutions with a large US corporate bank account, as cheap and fast way to become operational;
    • The Client’s business involves supplying consulting advice and software development for protection of fraud and relevant protective systems, required for any moderately large online business to operate successfully in 2019.

    Engagement planning

    • Petar and his team prepared a detailed proposal in late February and began drafting the needed consent and share-transfer forms to be signed off by our Client and couriered back for cross signature to Singapore for our business owner, Mr. Aidan Healy;
    • To transparently outline the steps required to complete the engagement, Healy Consultants Group PLC’s drafted a detailed engagement project plan;
    • To increase probability of smooth corporate bank account transfer, Petar and his team prepared a detailed business plan outlining the business activity of our Client – online fraud consulting to institutional agents;
    • As usual company policy, Petar supplied weekly detailed engagement status updates to our Maltese Client to ensure all parties are advancing swift company formation;
    • The readymade Delaware company was successfully transferred with minimal Client involvement and Petar generated an updated Certificate of Incumbency.

    Delaware readymade corporate bank account opening

    • Once the company was successfully transferred, Petar and Rashi began the process of transferring the corporate bank account to our Client, which took a total of 4 business weeks. As requested, the Client supplied requested extended due diligence documents including i) latest proof of address for the business owner and their Australian business ii) latest 6-months bank account statements iii) latest identification document copy iv) and proof of personal and business address;
    • The bank approved appointment of our Client as new bank signatory and sent our Client an online banking e-certificate directly and independently within two business weeks thereafter allowing him to manage his business banking from Australia.

    Conclusion

    The Delaware readymade company transfer and bank account signatory update was timely and efficiently completed by Petar and Rashi and their team ensuring the Client can manage his business abroad through a business-friendly solution with a leading bank.

  • Young entrepreneur set up a company in Delaware

    Background

    Our Client Mr. Amit Kumar is a young entrepreneur in India dealing with IT services. The company engaged Healy Consultants to help set up a company in Delaware to enable it to more efficiently conduct business in Asia.

    Engagement planning

    Healy Consultants informed the Client on the legal, tax, and accounting obligations of companies in Delaware.

    Company Incorporation

    Healy Consultants prepared the corporate structure. This enabled our team to draft the incorporation forms for the Client’s signature. Following the receipt of the signed forms, Healy Consultants submitted the same to the Secretary of State in Delaware. In three days, Healy Consultants received the confirmation of the company being formed as a legal entity along with the incorporation certificate.

    EIN

    Following the company incorporation, Healy Consultants’ applied for employer identification number for the Client’s company which was required for the successful corporate bank account opening.

    Corporate Banking

    With the company incorporated and receipt of EIN number, Healy Consultants then assisted our Client opening a corporate bank account with a local bank in USA. The bank application forms were completed by our Banking team on our Client’s behalf and sent by return courier with business plan created by our Marketing team. Once the signed documents were received, the Banking team submitted the application to the local bank. The application was approved without requiring the Client to visit USA at any stage of the account opening process.

    Support Services

    To enable our Client to conduct business in USA and Singapore from abroad, Healy Consultants assisted his firm in setting the firm’s merchant accounts, which provided vital support to our Client’s business.

  • Opening Singapore corporate bank account for Delaware company

    Background

    Our Client would like to open a Singapore corporate bank account for his venture capitalist firm in Delaware. After understanding the corporate structure and business activity, Healy Consultants Group PLC is confident to open a Singapore corporate bank account for our Client within 8 weeks.

    Engagement Planning

    Healy Consultants Group PLC prepared a business plan for our Clients and contacted multiple Singapore banks to secure confirmation of interest. Within 1 week, Healy Consultants Group PLC provided our Client a meeting schedule with DBS Singapore, OCBC Singapore, Standard Chartered Singapore and UOB Singapore.

    Corporate bank account and merchant opening

    Within 4 weeks after the face-to-face meeting with bankers in Singapore, our Client’s corporate bank account is successfully opened. Thereafter within 1 week, Healy Consultants Group PLC couriered the internet banking token and activation mail to our Client’s preferred address.

    Challenges and Solutions

    Delaware is a considered a tax shelter for most banks. Prior to onboarding our Client, the banks reverted with multiple additional questions, information and documents. Immediately, Healy Consultants Group PLC will liaise with our Client and provide accurate and detailed answers to prevent any delays in the engagement. In addition, our Firm aggressively negotiates and follows up with the bank officers, ensuring bank account can be opened timely.

    Conclusion

    Within 1 month, Healy Consultants successfully opened a Singapore corporate bank account for our Client’s Delaware business. We wished our Client all the best in his business!

Contact us

For additional information on our company registration services in Delaware, please contact our in-house country expert, Mr. Josh Liew, directly:
Consultant at HC - josh
  • Mr. Josh Liew
  • Senior Client Relationship Manager
  • Contact me!