What document says I'm the owner/100% share holder of my US company?

[PinkCat]

I created US company but it is different than EU. So the only public information is who is director and agent. Since the company is private the shareholder/s are not public information. But what document or government reigstry says that I'm indeed the 100% shareholder of that company?
It's an LTD if that matters.
My understanding is that If there is more than 1 shareholder there is private shareholders agreement document that addresses that, but if it's just 1 with 100% there is no such agreement? At least the lawyer that created my company didn't provide me such, so what makes it clear I'm the freakin 100% shareholder? 🙂

 

[Sols]

If you're talking about an LLC, there is no such thing as a shareholder because LLCs do not have or issue shares. Ownership is usually just determined based on what's specified in the operating agreement. Many LLCs also issue ownership certificates which stipulate how much of an LLC that person owns.

If you haven't arranged an operating agreement yet, most registered agents provide templates that tailored to your state of incorporation. There are also a lot of templates available for free if you do some searching around. And of course, many lawyers and CPAs can help you draft one.

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This is the probably the answer to your question.

 

[PinkCat]

Sols said:
If you're talking about an LLC, there is no such thing as a shareholder because LLCs do not have or issue shares. Ownership is usually just determined based on what's specified in the operating agreement. Many LLCs also issue ownership certificates which stipulate how much of an LLC that person owns.

If you haven't arranged an operating agreement yet, most registered agents provide templates that tailored to your state of incorporation. There are also a lot of templates available for free if you do some searching around. And of course, many lawyers and CPAs can help you draft one.
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It's an LTD

 

[Sols]

PinkCat said:
It's an LTD
Click to expand...

There is no such thing in the US.

The three most popular types of entities are LLC, S Corp, and C Corp. What do you have?

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[TheCryptoAnt]

PinkCat said:
It's an LTD
Click to expand...

no it aint. LTDs dont exist in the US.
some states allow you to add LTD to the LLC name for cosmetic purposes tho

 

[PinkCat]

hm then how do i check which kind is it?

 

[Sols]

The information is presumably in the paperwork you got when you set up the company or on the invoice/receipt you got from the service provider.

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[PinkCat]

It's a corporation with LTD in the name
if that makes sense 🙁
I'm so new to this

 

[Sols]

In which state is the company incorporated? Go to that state's company registry's website (often the Secretary of State for that state), search for your company, and check what type of company it is.

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[PinkCat]

Sols said:
In which state is the company incorporated? Go to that state's company registry's website (often the Secretary of State for that state), search for your company, and check what type of company it is.
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texas
I did at Taxable Entity Search
and it shows up with LTD in the name of the company but nothing about llc or other type of company below

 

[Sols]

Texas allows using Limited as a suffix for C Corps, so you have probably formed a C Corp then. It's an unusual choice for a non-resident. Hopefully it was an informed decision.

https://www.sos.state.tx.us/corp/managementinfofaqs.shtml

How can I find the ownership information for a business entity?​

Corporations:

The secretary of state does not maintain any information on a corporation's shareholders, with the limited exception of a close corporation; however, we do maintain records of an entity's registered agent and registered office address.
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So in the case of a C Corp formed in Texas, there is no official documentation showing the shareholders. The company maintains its own register.

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This is the probably the answer to your question.

 

[PinkCat]

Sols said:
Texas allows using Limited as a suffix for C Corps, so you have probably formed a C Corp then. It's an unusual choice for a non-resident. Hopefully it was an informed decision.

https://www.sos.state.tx.us/corp/managementinfofaqs.shtml


So in the case of a C Corp formed in Texas, there is no official documentation showing the shareholders. The company maintains its own register.
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It was advised by CPA to do so, but wasn't explained why.
Why is it unusual for non-resident though?

 

[Sols]

The vast, vast majority of non-residents that form C Corps do so in Delaware, or in a state where they have some sort of business connection. Most people form LLCs, though.

Delaware is extremely popular for raising investments thanks to the Court of Chancery and a strong, business-friendly regulatory framework. Investors feel safe with Delaware C Corps.

There's nothing wrong with Texas. It's just unusual. Unless you plan to do business in Texas? Local suppliers/customers?

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[PinkCat]

Oh yes, I definitely have business in Texas, so that's why. And the state tax being also 0% doesn't hurt either.
I just don't know much about US companies yet, have to dig in a little I guess.

 

[aragon]

Perhaps your accountant can create a certificate of incumbency for your company?