Delaware Corporations

For over a Century, Delaware has been the location of choice for more than fifty percent of the U.S. Corporations. The reason for the continuation of this trend relates to the Delaware Corporation Law which is one of the most advanced and flexible corporation statutes in the nation.

In addition, Delaware courts have established legal precedence as a maker of corporation law, and with the legislature taking a serious role in keeping the corporation statute and other business laws current, Delaware has established a strong partnership between business and government. Delaware has separate court system the Court of Chancery to adjudicate corporate litigation plus a fully established corpus of case law and a very capable corporate Bar.

Currently, Delaware corporations offer outstanding and unique opportunities for privacy, protection, and profits by taking advantage of Delaware state tax and business laws in the following areas:

1.       No State Corporate tax on interest of other investment income

2.       No State sales tax

3.       No taxes on business transactions

4.       No ad-valorem or value-added tax

5.       Directors can change corporate bylaws

6.       Stockholders are not required to be U.S. Citizens

7.       A single person can be sole President, Secretary, and Treasurer

8.       No Delaware capital shares or stock transfer taxes

9.       Liability of a shareholder of a Delaware corporation in limited to the value of the stock held in the corporation plus the corporate tax liability

10.   No State of Delaware inheritance tax on stock of Delaware corporations operating outside of Delaware held by non-residents of Delaware

In addition thereto, a Delaware corporation may be based, headquartered and/or operated in any state or territory of the United States-or in any city in any country in the world, and you are not required to maintain a Delaware business office address aside from the address of your Delaware Registered Agent which is required for service of process. The Governor of the State of Delaware signed into law Senate Bill No. 533, which permits a Delaware corporation to include in its original certificate of incorporation (or an amendment thereto) a provision to limit or eliminate a director’s personal liability to a corporation or its stockholders for breach of his fiduciary duty of care as a director in certain circumstances. This section is intended to assist Delaware corporations to attract and retain highly qualified individuals to serve as directors, and many corporations have taken advantage of this section by adopting amendments to limit or eliminate director liability for breach of fiduciary duty.