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Delaware


Language

The official spoken and written language in Delaware is English.

Political Stability

The political environment in Delaware is extremely stable, with a democratic form of Government and a State Legislature composed of a Senate and House of Representatives.

Legal System 

An International Company that wants to acquire a United States Company or operate a United States subsidiary typically forms a corporation in the United States to act as its vehicle. Under the United States Federal System of Government, Corporation Law, that is The Body of Law that Governs the creation and internal Governance of Corporations, is for the most part, established by the individual states. While a small operating company of wholly inter-state operation tends to incorporate in the state of its principal place of business, Delaware has long been viewed as the most popular jurisdiction of incorporation for holding companies and multi-state corporations.

Over 200,000 companies are now incorporated in Delaware, including more that half of the 500 largest United States industrial corporations. In fact, more large companies have incorporated in Delaware than in all other states combined. Delaware is the chartering State for over 40 per cent of the companies listed on the New York Stock Exchange and for 37 per cent of the Companies Listed on the American Stock Exchange. Since 1965 over 80 per cent of the companies changing their states of incorporation have moved to Delaware. Incorporation entities, both Domestic and International, form Delaware subsidiaries to accomplish acquisition transactions. Delaware’s continued success may be attributed to three essential factors: its flexible and current corporate statue; its expert judiciary whose many considered interpretations of the DGCL over the years have imbued the statue with certain and predictable meaning; and the commitment on the part of the State to promote Delaware incorporation’s and service to its corporate citizens.

The Delaware General Corporation Law reflects a philosophy that corporations may best flourish in an atmosphere of minimum regulation of Internal Corporate Governance. A Corporation’s Founders, Directors and Management are granted flexibility in structuring and managing the affairs of the corporation. A company may be formed to engage in virtually any lawful activity. Few requirements are imposed for the basic corporate documents, the Certificate of Incorporation, and the by-laws. The Certificate of Incorporation may include any provisions creating , defining, Limiting and Regulating The Powers of the Corporation, the Directors and the Stockholders ... if such provisions are not contrary to the laws of this State ' . The Bylaws may contain ' any provision, not inconsistent with the law or the Certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers, or the rights or powers of its Stockholders, Directors, Officers or Employees’.

The Directors of a Delaware corporation manage all of its Business and Affairs unless otherwise provided by the Certificate of Incorporation. The Board Possesses Broad Powers, including the power to adopt, amend or repeal The Corporation’s By-laws. Without first seeking stockholder approval, The Board May, by resolution, specify the number of Directors, the Dividend rate, and issue Authorized shares at such times and for such consideration as it deems appropriate. The board may also be empowered to specify convertibility, preferences, qualifications and other forms of classes of stock.

There are no requirements for U.S. Citizens to be the incorporates of a Delaware Corporation nor are there any restrictions as to the minimum or maximum number of shares that must be authorized or issued, the type of stock, or the rights of the stockholders. 

The Delaware Corporation Law permits Director’s meeting to be held by telephone rather than requiring the Directors to be present for a formal meeting. 

Delaware Law also allows the Directors to be non-Resident Aliens, and there is no requirement that the Directors need to U.S. citizens or resident in the U.S. Neither does Delaware impose the requirement for independent Audit of their accounts or require the minute book, stock transfer ledger, and other Corporate Books to be kept within the state of Incorporation.

For Administrative convenience, Delaware also allows the Board to delegate certain aspects of the Managerial Function to committees consisting of one or more Directors. Such committees may be authorized to exercise full powers of the formal Board of Directors, with certain exceptions, in matters of Corporate Responsibility. The Boards of many large companies use the committee system to delegate review of such matters as adults or Executive Compensation.

Other specific provision of the DGCL aimed at flexibility include the following:

    The Board of Directors may consist of only one Director or, of course, more if the Stockholders wish

    The Board may conduct meetings by telephone conference or take action by unanimous written consent without a meeting

    No minimum capital requirements are imposed

    The Certificate of Incorporation may include a provision eliminating the Personal Liability of Directors of Monetary Damages for certain Breaches of Fiduciary Duty

    Written consent for action to be taken by stockholders is allowed in Lieu of a Stockholders’ meeting

    Corporations may purchase shares of their own stock and hold, sell or transfer these shares

    There is no limit to the amount of stock that may be held by the corporation, either inside of the state

Delaware Corporation also enjoy a favorable state tax policy. The State Assesses Moderate filing and organizational fees, as well as annual franchise taxes. More significantly, the Delaware State Constitution forbids the State from imposing corporate income taxes on the those corporations which do not conduct business in the State. 

Efforts have been made in other States to copy the DGCL and, in fact, many of the statutory provisions discussed above are available in other states. Indeed, Nevada has adopted the DGCL outright, changing only its name. What other states have to successfully duplicated, however, and what remains perhaps the most significant factor distinguishing Delaware corporate law is its expert judiciary, which has been called upon to interpret virtually every provision of the DGCL and has done so in a careful and consistent fashion. In a Common Law System, the existence of consistent reliable precedent is of great importance, and most litigants in corporate cases want sound, impartial and predictable results.

Unlike the judiciary of larger or more populous states with more crowded dockets, Delaware courts routinely provide prompt judicial resolution of corporate disputes. The courts permit expect treatment of many corporate cases have developed a facility for dealing with complex corporate matters in a very short period of time.

Taxation

Delaware has no sales tax. For companies which are incorporated in Delaware, but are located and Operating elsewhere, there is no corporate income tax. Delaware Corporations pay a filing fee of $20
per annum, plus an Annual Franchise Tax which is based on the Authorized Share Capital. For Corporations with shares with a par value, the rates of Franchise tax are as follows: 

Up to $3,000, $30.00
$3,001 to $ 5,000, $50.00
$5,001 to $10,000, $90.00

Thereafter for every additional $10,000
of capital or part thereof an additional $ 50.00
To a maximum of $150,000.00

Corporations with Share Capital with no Par value have to assess a value on its shares, and the corporation is assessed accordingly on the basis of the above scale. 

Currency 

The United States dollar is the accepted currency in Delaware. (United States banks do not allow multi- currency accounts).

Secrecy of Information

Delaware does not require more than a minimum of information. The annual franchise tax report requests the names and addresses of Officers and Directors. This information is not computerize and is not readily available to the public at this time. There is no reporting of shareholders. There is no need to report assets (unless the corporation chooses to do so to reduce the Franchise Tax). Information contained in the certificate of Incorporation ( or other filings) or on the Franchise Tax report is public record and may be given to anyone who requests it. 
 
 


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