DELAWARE: Corporate Gateway to the USA

DELAWARE

Cynthia B. KaneSpecial Assistant to the Delaware Secretary of State

Why is Delaware the Corporate Gateway to the USA?

• 61% of the Fortune 500

• Half the companies traded on the New York Stock Exchange and NASDAQ

• 70% of new Initial Public Offerings on U.S. exchanges

• 140,000 new corporations, partnerships and limited liability companies formed annually

More than 780,000 business entities have their legal home in Delaware

The second-smallest

state is the

corporate home to

the world’s leading

companies.

Delaware welcomes the world

The Delaware Story

Delaware is

strategically

located at the

midpoint between

Washington,

D.C., and

New York City.

Delaware has one of the strongest, most diverse economies in the USA

Major Industries in Delaware

Financial Services

Autos

Bio & Life Sciences

Tourism

Manufacturing

Chemicals

Agriculture

Corporate & Legal Services

Delaware Corporate and Legal Services

• Business Entity Formation and Related Services– Corporate and alternative entity formations, compliance and

governance, and domain and trademark management.

• Dispute Resolution and Litigation– Corporate Law, Fiduciary Law, Bankruptcy Law, Intellectual

Property Law, Technology and Insurance Disputes

• Corporate and Personal Planning

– Holding Company, Asset Protection, Estate and Trust Services

Why are over half of the Fortune 500, NYSE and NASDAQ incorporated in Delaware?

Why does it make sense for businesses entering U.S. markets to incorporate in Delaware?

What is the magic about Delaware?

• Delaware’s General Corporation Law

• Delaware’s Courts

• Delaware’s Legal Community

• Delaware’s Division of Corporations

A unique combination of elements enables Delaware to provide unparalleled service to its corporate clients:

Why it makes sense for you to incorporate in Delaware

Delaware General Corporation Law -- this law is annually updated and designed to permit corporations and their shareholders the maximum flexibility in ordering their affairs

Delaware offers a unique combination of advantages:

Why it makes sense for you to incorporate in Delaware

Delaware’s Courts– Delaware’s Court of Chancery and Supreme Court are

pre-eminent in the field of corporate law and have written much of the modern case law.

– Delaware’s Federal Bankruptcy Court is the finest, most efficient in the nation and handles many of the largest corporate reorganizations and dissolutions in the nation.

– The U.S. District Court of Delaware is nationally recognized as a premier trial court for the resolution of major patent disputes.

Delaware offers a unique combination of advantages:

Why it makes sense for you to incorporate in Delaware

Delaware’s Legal Community -- specialized corporate lawyers are experts in Delaware corporation law and active in both its formulation and application

Delaware offers a unique combination of advantages:

Why it makes sense for you to incorporate in Delaware

Division of Corporations — a model of state-of-the-art efficiency, its staff handles complex documents efficiently—you can incorporate in one hour

Delaware offers a unique combination of advantages:

Where is Delaware in the Legal Universe ?

• “Best legal system in the United States” - Thomas Donohue, President, U.S. Chamber of Commerce

• U.S. Chamber of Commerce Survey of 50 State Litigation Systems

– Delaware ranked #1:

• Judge’s competence and impartiality

• Timeliness of decisions

• Handling of scientific and technical evidence

• Treatment of punitive damages

Types of Delaware Business Entities

• Corporations

• Alternative Business Entities

– General Partnership (GP and LLP)

– Limited Partnership (LP and LLLP)

– Limited Liability Company

– Statutory Trust

Delaware versus Offshore Jurisdictions and Other States

• Easy access to U.S. market and capital

• No personal property tax

• No intangible property tax

• No minimum capital requirement

• The franchise tax compares favorably with that of other states

• Open 7:30 am – midnight

• Exceptional Services – Choice of 1 Hour, 2 Hour,

Same Day, 24 Hour or Regular Service

– Global 24/7 Service

• Web Based Services– Online Corporation Laws– Pay annual taxes– Download forms– Reserve corporate names – Research status of Delaware

business entities

Delaware Division of Corporations – “a government agency that runs like a business”

• State-of-the-art imaging

• Efficient workflow application

• Overnight offsite backup

• Disaster recovery facility

Efficient, Dependable, & Secure

Role of a Delaware Registered Agent

• All U.S. states require business entities to have a registered office within the state open during normal business hours to accept service of process.

• Business entities retain a “Delaware registered agent” to manage administrative compliance with Delaware laws. Key functions include:– Service of process– Compliance (taxes, annual reports, etc.)– Filing documents (amendments, dissolutions, etc.)

• Delaware is the only State that allows Direct Online Access– Agents scan images and submit corporate data through high

speed data lines.– Documents appear in priority order for approval by state

officials providing unmatched speed and efficiency.

Delaware – “At Your Service”

• Contact a Delaware Registered Agent

• Contact the State of Delaware– Call at 001-302-739-3073

– Visit website at www.state.de.us/corp• Link to registered agent websites• Print forms• Get a list of fees and services• Access to Court opinions

– Visit State web portal at www.delaware.gov• Get business and visitor information

Summary - The Delaware Advantage

• Flexible and modern statutes

• Respected Courts

• Exceptional Service

• Business-friendly government

• Unsurpassed corporate law expertise

Result is predictability, efficiency and fairness

DELAWARE: Corporate Gateway to the USA