Thirteen Reasons Why You Should Incorporate in Delaware
- Delaware law permits anonymity and does not require either the disclosure or publication of the names of shareholders. Some states require publication of the shareholders names as part of the incorporation process.
- One person can hold all corporate offices and be the sole director. That person need not be a shareholder. Some states require a minimum number of directors which may require the inclusion of outsiders into your business.
- The annual corporate franchise tax in Delaware is low, as low as
$60 USD per year in most cases.
- Delaware does not require that any shareholder meetings occur in Delaware or that corporate records be maintained in Delaware. You can incorporate in Delaware on line or by fax without ever having visited Delaware.
- Delaware's Courts have a reputation of being pro business. Delaware's separate Court of Chancery deals almost exclusively with business matters and has an international reputation of preeminence in corporate matters. Delaware is the jurisdiction where such famous corporate battles as the Time-Warner merger occurred, as well as the battle over Paramount Communications. The large amount of case law gives predictability to the outcome of disputes.
- Delaware does not have a corporate income tax for corporations which do not actually transact business in the State of Delaware, and stock owned by shareholders who live outside of the State is not subject to any Delaware income or inheritance taxes. Taxes are paid only in the states where you do business. Companies not doing business in the US are generally not subject to US income taxes or inheritance taxes.
- Shareholder and directors meetings are not necessary, as Delaware law permits shareholders and directors to act by written consent.
- Delaware law permits special provisions in the By-Laws and Certificate of Incorporation which will exculpate officers and directors from personal liability and the indemnification of officers, directors and shareholders.
- Delaware law permits directors to make and alter the company's bylaws without requiring shareholder consent.
- Delaware does not require any minimum capital. Some states require a minimum amount of capital to incorporate.
- Delaware corporations may pay dividends from both income & surplus.
- Delaware does not require that a shareholder be either a US citizen or US resident. Shares of stock may be owned by individuals, trusts, corporations or any other entity, either US domestic or foreign.
- Delaware does not limit the types of business in which a corporation may be engaged (as long as it is not illegal). Some states require that the corporation state in its certificate of incorporation the particular businesses in which in which it may engage. Delaware permits a general purpose clause which permits a corporation to engage in any legal business for which a company may be incorporated.
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