* How the business law in Delaware is the most business-friendly
Category
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Details
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Delaware Court
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The Delaware Court of Chancery (established in 1792) allows companies to resolve disputes quickly with a judge rather than a jury. Judges for the Court of Chancery specialize in corporate law, draw on hundreds of years of legal precedent, and hear only business-related cases.
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Delaware’s tax system
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Delaware’s tax system gives businesses several ways to legally minimize their tax bills. From example, companies that are incorporated in Delaware but do business in other states don’t have to pay state corporate income tax to Delaware. And Delaware also doesn’t tax profits on royalty payments, trademarks, or copyrights.
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Delaware’s laws and policies
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Delaware’s laws and policies make it easy for businesses to incorporate, avoid liability, and retain privacy. Delaware’s Department of State makes it convenient for businesses to fill out incorporation paperwork, which can be done in under an hour. Because they don’t have to give much personal identifying information, company officers who incorporate or set up business accounts in Delaware can also maintain privacy, ensure anonymity, and avoid personal liability.
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Business-Friendly
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Because Delaware has had a reputation for being friendly to businesses for such a long time, it makes sense logistically for businesses to incorporate in the state. Most corporate attorneys know Delaware’s business laws, and many IPO-minded investment banks prefer to work with companies that are incorporated in Delaware.
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Category
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Tax
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Details
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Federal Corporate Income Tax
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Federal Corporate Income Tax
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All businesses must file an annual federal income tax return. The C-Corporation tax rate is the flat rate 21% for 2018 (By comparison, the federal personal income tax rate varies from 10% to 37% for 2018.) Generally, the C-Corporation must file its income tax return by the 15th day of the 4th month after the end of its tax year (April 15th) and
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Federal Employment Taxes
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Federal withholding income and FICA tax
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1) Reporting withholding income and FICA tax
Generally, employers must report all compensations paid to an employee by filing the required form(s) to the IRS. You must also report taxes you deposit by filing Forms 941, 944, and 945 on paper or through e-file. The withholding tax rate varies depending on a filing status and the FICA (social security and Medicare taxes) tax rate is each 7.65% for an employer and an employee for 2018.
l Form 941, Employer's Quarterly Federal Tax Return
l Form 944, Employer’s Annual Federal Tax Return if received written notification about the Form 944 program
l Form 945, Annual Return of Withheld Federal Income Tax if you are filing to report backup withholding.
2) Depositing withholding income and FICA tax
In general, you must deposit federal income tax withheld, and both the employer and employee FICA taxes if you’re required to file the forms and your employment tax liability for the preceding quarter or current quarter is $2,500 or more. (Exception: $100,000 Next-Day Deposit Rule). There are two deposit schedules, monthly and semi-weekly depending on $50,000 threshold during the lookback period.
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FUTA tax
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1) Reporting FUTA tax
Only the employer pays FUTA taxes (federal unemployment taxes); it is not withheld from the employee's wages. You must file Form 940 for the current year if you pay the wages you pay employees who aren't household or agricultural employees and you paid wages of $1,500 or more to employees in any calendar quarter during the prior year or the current year, or you had one or more employees for at least some part of a day in any 20 or more different weeks in the prior year or 20 or more different weeks in the current year. Generally, you're entitled to the maximum credit 5.4% for FUTA if you paid your SUTA taxes (state unemployment taxes) in full on time, and the state isn't determined to be a credit reduction state.
l Form 940, Employer’s Annual Federal Unemployment Tax Return
2) Depositing FUTA tax
Although Form 940 covers a calendar year, you may have to deposit your FUTA tax before you file your return. If your FUTA tax liability is more than accumulated $500 for the calendar year, you must deposit quarterly.
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Report due dates
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Paper
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Electronically
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1/31
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Form 940, 941, 943, 944, 945, W-3, W-2, 1096, 1099 with box 7
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Form 940, 941, 943, 944, 945, W-3, W-2, 1096, 1099 with box 7
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2/28
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Form 1096, 1099 without box 7, 8027
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3/31
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Form 1096, 1099 without box 7, 8027
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4/30
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Form 941
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Form 941
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7/31
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Form 941
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Form 941
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10/31
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Form 941
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Form 941
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Deposit due dates
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Quarterly Depositor
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Monthly Depositor
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Semi-Weekly Depositor
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1/15
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Form 941, 944, 945
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Form 941, 944, 945
(1) Pay on Wednesday, Thursday, and/or Friday→ Deposit until the following Wednesday
(2) Pay on Saturday, Sunday, Monday, and/or Tuesday
→ Deposit until the following Friday
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1/31
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Form 940 if >$500
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2/15
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Form 941, 944, 945
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3/15
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Form 941, 944, 945
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4/15
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Form 941, 944, 945
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4/30
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Form 940 if >$500
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5/15
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Form 941, 944, 945
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6/15
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Form 941, 944, 945
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7/15
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Form 941, 944, 945
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7/31
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Form 940 if >$500
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8/15
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Form 941, 944, 945
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9/15
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Form 941, 944, 945
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10/15
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Form 941, 944, 945
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10/31
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Form 940 if >$500
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11/15
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Form 941, 944, 945
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12/15
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Form 941, 944, 945
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There are many activities - too many to list here - which create the jurisdictional right for the State to tax, referred to as "nexus". However, if the company is only incorporated in Delaware but does not have any property, payroll or do business (sales, service, leases, etc.) in Delaware then it is not required to be licensed, file gross receipts or income tax returns except for a franchise tax and an annual report with the Delaware Division of Revenue (DOR). And if you have no employees in Delaware then you would not be required to Unemployment insurance and Workers Compensation with the Delaware Department of Labor (DOL) either. Furthermore, merely creating an Internet site by a non-Delaware business does not, by itself, create nexus. But, locating a server in Delaware would create nexus/jurisdiction to tax the respective business.
Category
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Tax
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Details
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State Corporate Income Tax
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State Corporate Income Tax
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If you form a corporation in Delaware, you must file and pay state corporate income taxes at a rate of 8.7% of federal taxable income derived from Delaware. (By comparison, the state’s personal income tax rate varies from 2.2% to 6.75% of federal taxable income.) However, companies that are incorporated in Delaware but do business in other states don’t have to pay state corporate income tax to Delaware.
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State Employment Taxes
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State withholding income tax
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You must file and pay or deposit state withholding income taxes if you pay wages to an employee of $150 or more in a year for works rendered in Delaware. The filing frequencies and forms depend on withholding amounts during lookback period (see Note 1).
You can file and pay withholding tax online using ACH Debit or Electronic Funds Transfer (EFT) or paper. You may be required to file and pay Only online by federal and states regulations.
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SUTA tax
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An employer must only file and pay SUTA (state unemployment insurance taxes) with Forms UC-8 and Form UC-8A quarterly. The minimum and maximum tax rates are .3% and 8.2% respectively.
You can file and pay with Online Employer Services (OES) Portal or paper.
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Worker’s Compensation
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Workers' Compensation is a system, created by the Delaware Legislature, which provides benefits to workers who are injured or who contract an occupational disease while working.
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Gross Receipts Tax (GRT)
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Gross Receipts Tax (GRT)
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Delaware does have a gross receipts tax that is imposed on the seller of goods or provider of services in Delaware, but companies that are incorporated in Delaware but do business in other states don’t have to pay state gross receipts tax to Delaware. GRT rates range from 0.1037% to 2.0736% and its returns and payments are due either monthly or quarterly, depending on the business activity and the lookback period rule. When determining the gross receipts tax due, most businesses are entitled to an exclusion of Min. $100,000 and Max. $1,250,000.
You may file and pay online in Gross Receipts Tax (GRT) System.
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Franchise tax
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Franchise tax
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A corporation in Delaware must pay an annual Franchise Tax. Delaware provides two different methods for calculating the franchise tax: the Authorized Shares method by which the minimum tax is $175.00 and the Assumed Par Value Capital Method by which a minimum tax of $400.0. It is due annually on or before March 1st and are required to be filed and paid online.
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Annual Reporting
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Annual Reporting
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Annual Report Filing Fees is $25.00 for Exempt Domestic Corporations and $50.00 for Non-Exempt Domestic Corporations. It is due annually on or before March 1st and are required to be filed online.
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Withholding amounts during lookback period
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Filing frequency
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Form
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$3600 or less
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Quarterly
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Form W-1Q
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$3600.01 and less than $20000
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Monthly
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Form W-1
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$20000.01 and greater
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Eight Monthly
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Form W-1A
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Report due dates
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Paper
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Electronically
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1/15
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Form W-1
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Form W-1
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1/31
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Form DE W-3 or W-3A(annual withholding tax reconciliation), W-2, 1099-MISC, reporting non-employee compensation in box 7, W-1Q, UC-8 and UC-8A
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Form W-2, 1099-MISC, reporting non-employee compensation in box 7, W-1Q, UC-8 and UC-8A
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2/15
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Form W-1
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Form W-1
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2/28
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Form 1099-MISC, without non-employee compensation, 1099-R
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3/15
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Form W-1
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Form W-1
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4/2
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Form 1099-MISC, without non-employee compensation, 1099-R
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4/15
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Form W-1
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Form W-1
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4/30
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Form W-1Q, UC-8 and UC-8A
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Form W-1Q, UC-8 and UC-8A
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5/15
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Form W-1
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Form W-1
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6/15
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Form W-1
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Form W-1
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7/15
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Form W-1
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Form W-1
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7/31
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Form W-1Q, UC-8 and UC-8A
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Form W-1Q, UC-8 and UC-8A
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8/15
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Form W-1
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Form W-1
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9/15
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Form W-1
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Form W-1
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10/15
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Form W-1
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Form W-1
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10/31
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Form W-1Q, UC-8 and UC-8A
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Form W-1Q, UC-8 and UC-8A
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11/15
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Form W-1
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Form W-1
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12/15
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Form W-1
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Form W-1
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Deposit due dates
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Quarterly Depositor
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Monthly Depositor
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Eighth Monthly Depositor
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1/15
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Form W-1
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Form W-1A
the 3rd, 7th, 11th, 15th, 19th, 22nd, 25th, and the last day of the month
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1/31
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Form W-1Q
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Form UC-8 and UC-8A
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2/15
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Form W-1
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3/15
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Form W-1
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4/15
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Form W-1
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4/30
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Form W-1Q
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Form UC-8 and UC-8A
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5/15
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Form W-1
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6/15
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Form W-1
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7/15
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Form W-1
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7/31
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Form W-1Q
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Form UC-8 and UC-8A
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8/15
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Form W-1
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9/15
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Form W-1
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10/15
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Form W-1
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10/31
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Form W-1Q
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Form UC-8 and UC-8A
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11/15
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Form W-1
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12/15
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Form W-1
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Report and Deposit
due dates
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Quarterly filer
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Monthly filer
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1/20
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GRT
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1/31
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GRT
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2/20
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GRT
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3/20
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GRT
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4/20
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GRT
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4/30
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GRT
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5/20
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GRT
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6/20
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GRT
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7/20
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GRT
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7/31
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GRT
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8/20
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GRT
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9/20
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GRT
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10/20
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GRT
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10/31
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GRT
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11/20
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GRT
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12/20
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GRT
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[미국법인] (2) ‘Stripe Atlas’으로 미국 현지방문없이 미국법인설립/통장개설하여 미국진출하기 - 글로벌 스타트업 - 지난주계속
‘Stripe Atlas’으로 미국 현지방문없이 미국법인설립/통장개설하여 미국진출하기 - 글로벌 스타트업 (2) 지난주계속
* Delaware 주의 상법은 어떻게 가장 기업 친화적인가
* 미국세무이행을 위해서 무엇을 해야하는가
Delaware 주의 상법은 어떻게 가장 기업 친화적인가
미국세무이행을 위해서 무엇을 해야하는가
(1) 연방세
연방 신고마감일
연방 적립(Deposit)마감일
* 반드시 Electronic Federal Tax Payment System (EFTPS)를 사용해야 합니다.
(2) Delaware 주정부세
소위 넥서스(nexus)라고 불리우는 주정부가 과세할 수 있는 관할권을 발생시키는 다양한 활동들이 존재합니다. 그러나 만약 회사가 Delaware에 법인을 설립만하고 자산, 급여 또는 판매, 서비스, 리스등 비즈니스 활동들을 하지 않는다면 해당 회사는 Delaware 주정부에 라이선스를 등록하거나 총매출세 또는 주정부 소득세 신고를 요구받지 않습니다 (단, 프랜차이즈 세금과 연차보고서 제외). 또한 Delaware에 직원이 없다면 Delaware 노동부 관할의 고용보험과 산재보험에도 적용받지 않습니다. 더불어 non-Delaware회사에 의해서 구축된 인터넷 사이트는 넥서스를 발생시키지 않습니다. 그러나 Delaware에 서버(server)가 있다면 각 비즈니스에 과세할 수 있는 넥서스/관할권이 발생할 것입니다.
(Note 1) 신고주기와 양식
* 이전 원천징수기록이 없는 원천징수대리인은 월별 신고를 하게됩니다.
주정부 신고마감일
* Form W-1A: the 3rd, 7th, 11th, 15th, 19th, 22nd, 25th, and the last day of the month
주정부 적립(Deposit)마감일
GRT 신고 및 적립(Deposit) 마감일
* 신규 기업은 자동적으로 분기별 신고자로 지정됩니다.
[주의] 스트라이프 (Stripe, 온라인결제시스템)는 스트라이프 계정을 개설하는 과정에서 또는 스트라이프 계정이 개설 완료된 이후라도 SSN 또는 ITIN의 제출을 요구할 수 있습니다.
이 자료는 참고자료이며 법적으로 효력이 없습니다.
출처: Stripe, IRS, and State of Delaware
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