Delaware

The State of Delaware is the second smallest state in America, situated on the east coast of the United States. About 800,000 people live in this democratic state.

Delaware is the leading jurisdiction for the incorporation of companies in the United States (US). Companies incorporated in Delaware account for more than half of the Fortune 500 companies with one out of every three companies listed on the New York Stock Exchange and the American Stock Exchange.

For further information, please visit the government website – http://www.delaware.gov/

Law & Taxation

One frequently-cited advantage of Delaware is the state’s internationally renowned Court of Chancery which deals exclusively with corporate matters. Judges of this Court are appointed on merit alone and not elected. The corporate laws of Delaware are very user-friendly and have often been cited by other states as a standard for testing corporate legal matters. As a result, the corporate laws of Delaware are well known to many lawyers at both domestic and international levels.

Offshore investors considering setting up in Delaware are primarily interested in company structures such as the Corporation and the Limited Liability Company (LLC). LLCs are a hybrid of a Corporation and a Partnership, sharing the same features as a Corporation but they may also choose to be taxed as a corporation, partnership or trust. There is no state income tax for Delaware Corporations or LLCs that do not conduct business in the US. Typically, the only tax payable is an annual franchise tax which falls due on 1 March (Corporation) and 1st June (LLC) respectively. The minimum annual franchise tax for a Corporation with the standard minimum share capital is USD75 plus an additional filing fee of USD50 for the annual franchise tax report. For a LLC, the franchise tax is USD250.

Corporate Requirements

The minimum number of Directors and Shareholders for a Corporation is one. Corporate Directors are not permitted. A President, Treasurer and Secretary must be appointed. One person can hold all three offices and there are no residency requirements. However, the Registered Office and Registered Agent must be situated in Delaware. The Office and Agent details are also included in the Certificate of Incorporation. There are no minimum capital requirements. Details of directors and officers must be provided. Corporate governance for LLCs is by a written agreement among its members.

Subject to the Certificate of Incorporation or the By-laws, shareholders and directors are not required to hold meetings, as the law permits shareholders and directors to act by written, unanimous consent.

There are no restrictions on the type of business for a Corporation as Delaware permits a general purpose clause covering any legal business activity for which a Corporation is incorporated. LLCs may not take on the business of insurance or banking which require a licence.

Local Infrastructure

The legal infrastructure in Delaware is regarded as the best in the US, especially given the Chancery Court’s 200 years of legal precedent. Banking and accounting services are also readily available.

How We Can Help You

OMC can incorporate a company with your choice of name and also confirm the availability of names in advance. All companies are provided with a complete company kit, that includes share certificates for Corporation / membership certificates for LLC, 5 copies of the By-Laws for Corporation or a copy of Operating Agreement for LLC. In addition, OMC can assist clients in obtaining certificates of good standing and other certificates of corporate existence, as well as relevant post incorporation services.


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