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A US Limited Liability Company LLC

 LLC is a hybrid business entity which allows a person or persons to operate their business without putting at risk their personal assets through limiting their liability, without the complexity of the commonly used corporation. The corporation is a company limited by shares, while an LLC does not issue shares and its owners are referred to as members.

In 1874 the state of Pennsylvania enacted a law which authorized the formation of the limited partnership association and is considered to be the forerunner to the Limited Liability Company (LLC), and bears a striking resemblance to it in law. The Limited Liability Company Law was first enacted in Wyoming in 1977 and now all 50 states of the US have similar legislation.

The US Internal Revenue Service (IRS) was unsure at that time whether to treat an LLC like a partnership or a corporation (company limited by shares) for tax purposes. This uncertainty made the business community nervous and the business form was not widely used. In 1988 the IRS finally ruled that a Limited Liability Company (LLC) formed under the Wyoming Statute was eligible for pass-through tax status, in other words, treated like a partnership under the Tax Code. The LLC became popular as a business form which was taxed like a partnership, while allowing personal liability protection similar to a corporation (company limited by shares). After the Wyoming Act of 1977 and the IRS ruling in 1988, the LLC became universally accepted and every state within the union now have legislation enabling this form of business organization.

While each state provides for the formation of a Limited Liability Company, there are differences in minor aspects of the law from state to state; however the fundamental concept is the same.

  • The LLC is formed by filing Articles of Organization with the state secretary of State.
  • An LLC does not have shares. The owners are therefore not shareholders but members.
  • The LLC can be formed with one member.
  • Members are not liable for the debts of the entity.
  • There is no tax liability on the LLC unless the members clearly choose to be taxed like a corporation (company limited by shares).
  • Non-resident aliens may be members of an LLC which has it referred to as an "offshore LLC".


The Limited Liability Company (LLC) is a hybrid with similarities and differences with the other business forms:  The main advantage is that Non-residents can be a member of the LLC. ("Offshore LLC's")

Find out more at ....
Offshore Companies House (OCH Ltd.)

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