Low start-up and maintenance costs
Currently no due diligence and 'know your client' requirements
Excellent professional infrastructure
A popular jurisdiction for its user-friendly corporate
The State of Delaware is the second smallest
state in America, situated on the east coast of the United
States. Presently 800,000 people populate this English-speaking
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 as well as one out of every three companies
listed on the New York Stock Exchange and the American
One frequently-cited advantage is that
the state's internationally renowned Court of Chancery,
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 used by other states as a standard
for testing corporate laws. As a result, the corporate
laws in Delaware are familiar to many lawyers both domestically
Companies of primary interest to offshore investors are
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 may also
choose to be taxed as a corporation, partnership or trust.
There is no income state tax for Delaware Corporations
or LLCs that do not conduct business in the US. The only
tax typically payable is an annual franchise tax which
falls due on the 1st of March (Corporation) and 1st June
(LLC) each year respectively. The annual franchise tax
for a Corporation with the standard minimum share capital
is USD35 plus an additional USD25 filing fee for the annual
franchise tax report. For a LLC, the franchise tax is
In situations where no business is conducted in the US
and the Shareholders, Directors and Officers are not US
citizens, a Delaware Company has the same characteristics
as a normal "offshore" company.
The minimum number of Directors and Shareholders
for Corporation is one. Corporate Directors are not permitted.
A President, Treasurer and Secretary must be appointed.
One person can hold all of these 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 governed 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
There are no restrictions as to the type of business for
a Corporation. Delaware permits a general purpose clause
for any legal business activity for which a Corporation
may be incorporated. LLCs may not take on the business
of insurance or banking for which licences are required.
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.
We 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, including share certificates, 5 copies of
the By-Laws plus an electronic copy on CD-ROM, statutory
registers, common seal, company chop and a certificate
of guarantee of quality. In addition, we can assist clients
in obtaining certificates of good standing and other certificates
of corporate existence.
Through our Group's subsidiary company in Delaware, we
provide the necessary ongoing services as Registered Office
and Agent for all companies that we incorporate. We would
also be pleased to provide such services to other Delaware-incorporated