Legal Question in Business Law in Delaware

Hello, I need consultation regarding opening a business bank account in the US. I am a Filipino national and have attempted to open accounts with Mercury, Novo, and Brex, which allow non-residents to open bank accounts. Unfortunately, all of my applications were declined.

I have read that adding a US-based individual to my business, someone with an SSN may help. My sister resides in the US. Can I add her to my business as either a manager or partner, and what would be the process? I have already completed the LLC company formation in Delaware and obtained my EIN. Do you believe I need to amend my LLC company formation to add my sister and then apply for a new EIN?

Your assistance is greatly appreciated.

-Caryn Pamorca

[email protected]


Asked on 9/17/23, 5:52 am

3 Answers from Attorneys

Roman Fichman Esq. Law Practice of Roman Fichman Esq.

A company cannot have two EINs. Since you already have an EIN then the company may need to amend the responsible party that has been filed with the IRS. In addition to the EIN, banks also require that a person with a SSN or an ITIN (a number assigned to a foreign individuals wishing to do banking int the US). If you are unable to physically be in the US, then your sister can be company's representative for banking purposes. As you correctly concluded, the LLC formation and governing documents would need to be amended to reflect your sister's role in the company. If your sister lives far from Delaware then additional filings may be necessary to open a bank account in a bank that is local to her.

I am available to further assist you in this matter. Please contact me directly.

Roman R. Fichman, Esq.

www.TheLegalists.com │ @TheLegalist

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Answered on 9/17/23, 9:40 pm
Frank Natoli Natoli-Legal, LLC

You can create a manageer-managed entity then have you sister serve as manager for the entity. She will not need to be a member, but she would be considered an employee.

If you need help or clarification, feel free to contact me anytime that is convenient.

You can review our outstanding client reviews here: https://www.avvo.com/attorneys/10007-ny-frank-natoli-1791330.html#reviews.

And our firm is now referred by the American Bar Association (see under the New York section):

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Kind regards,

Frank

Natoli-Legal, LLC

www.LanternLegal.com

866-871-8655

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DISCLAIMER: this is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed on the basis of this posting.

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Answered on 9/18/23, 6:30 am
Bruce McCullough Bodell Bove', LLC

As a Delaware attorney, I will disagree with the first answer to the extent that you in all likelihood would not need to amend the Delaware formation document (Certificate of Formation) because the standard form does not identify the members or structure of the LLC. You would, however, need to create documentation to confirm her position with the company, and making her a manager is one possibility, and that could require amending the Operating Agreement.

There is no requirement in Delaware that the LLC's bank be in Delaware. It makes sense to choose a bank that is convenient.

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Answered on 9/18/23, 2:26 pm


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