Right way to set up Wyoming SMLLC and manage compliances?
Hi guys,
I want to set up Wyoming single-member LLC owned by India Resident Individual, not Indian company. I will be doing digital advertising and marketing business, specially affiliate networking. I'm not providing professional services like freelancing, legal services, consultancy. It's a real business with platform where advertisers onboard themselves and add campaigns, our network of affiliates deliver the results. It got revenue, has expenses, and other things.
---
Here's what I found by my research till now, all source links are listed at footer:
Pay registered agent fees, we can use debit/credit card, it can be deducted as personal expense, not ODI, as per §(27)(3) of RBI Master Directions (MD).
Once LLC is formed, get EIN, and open a bank account at fintech like Mercury, RelayFi, Wise Business, Airwallex, and Payoneer etc.
Equity is assigned using operating agreement in according, which is drafted by us. Or, use online template for SMLLC. Add clause like: "100% membership interest is assigned after the first receipt of $100.", because getting equity is also considered ODI as per §(1)(vi), so adding that clause ensure we get equity only after remittance of capital. Or, we get the equity first and defer the payment but that need more documentation.
Go to AD bank, fill Form FC + Form A2 for getting UIN and sending remittance.
After getting money in US Bank, we get 100% equity of SMLLC, now we draft a "Memebership Interest Certificate" within 6 month, I suggest do it within days, and provide it to the AD bank as per §(16)(2) of RBI MD.
Now, the set up is done. Compliances starts.
Fill 5472 proforma 1120–Annually
Annual Performing Report (APR) by 31st December for previous year based on audited financial details, don't confuse here, we get full one year after calendar year ends.—Annually
ITR-2/3, especially schedule FA and FSI–Annually
When managing the operations of SMLLC, you need to invoice the SMLLC, and take care of GST rules, it sounds wrong, but it's required as per CGST rules. You must comply with arm's length principle as well.
---
What I genuinely don't know, and need your guidance:
Can I pay taxes in India only if I distribute profits from my SMLLC?
How GST taxes works between related parties.
Does financial statements for APR must be certified by US CPA, Indian CA isn't allowed?
Do we need to repatriate all profits every year?
Am I missing anything?
---
Thanks I am hoping for a helpful answers. Please find sources below:
RBI Master Direction on Overseas Investment: https://rbidocs.rbi.org.in/rdocs/notification/PDFs/121MDOI2507202427D16C96B42C4E0B849FFD9732752B68.PDF