Delaware Incorporation Legislation Enacted in 1899

Delaware Incorporation Legislation Enacted in 1899

The General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute governing corporate law in the U.S. state of Delaware. It has been the most important jurisdiction in United States corporate law since 10th March 1899 when it enacted corporate-friendly laws to attract businesses from New York. The general incorporation legislation made it simple for anyone to form a corporation by simply raising money and filing articles of incorporation with the state’s Secretary of State. Over 50% of publicly traded corporations in the United States and 60% of the Fortune 500 are incorporated in the state.

Businesses choose Delaware simply because of their flexible corporate laws, highly respected Court of Chancery, and a business-friendly State Government. Delaware maintains a separate corporate court system, called the Delaware Court of Chancery, which does not use juries, but only uses judges appointed for their expertise in corporate law. The Delaware Court of Chancery is a 210-year-old business court that has written most of the modern U.S. corporation case law.  

Delaware Is considered a tax shelter because:

  • No state taxes – There is no sales tax or state corporate income tax on goods and services provided by Delaware corporations operating outside of Delaware. The state does not have a corporate tax on interest or other investment income that a Delaware holding company earns, no value-added taxes, inheritance tax or capital gains taxes.
  • Delaware corporations are subject exclusively to Delaware law – This is the case even when they do business in other states. Delaware laws are generally pro-business. 
  • Low annual franchise and LLC tax – Delaware offers a flat-fee franchise tax of $100 and a flat-fee LLC tax of $250. 
  • Corporate privacy – Delaware laws allow a single person to be the sole director/ shareholder. The person, who does not need to be a U.S. citizen or resident, may also operate anonymously with only the company listing agent named.

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