Delaware is located in the United States east coast. It is the Second smallest state. Delaware has a specialized trial court judge which is internationally renowned in company law matters. Delaware company law is very simple. The U.S. courts of other states are using and refer the Delaware corporate law. Thus, establishment of a registered company in the United States of Delaware is one of the most popular way.
Delaware Co., Ltd. (Corporation) and / or limited liability companies (Limited Liability Company, referred to as "LLC") is an offshore type whose investors are most interested. Delaware Co., Ltd. can be in any form of business activity. Local law allows Delaware limited incorporation and any legitimate to conduct business activities in accordance with the general purpose clause. Delaware limited company must obtain license in order to operate and must not engage in insurance or banking.
Delaware Company Name
The name of Delaware company must ended with the word "Corporation", "Limited Liability Company" or the abbreviation of "Corp", "LLC".
Delaware company name cannot use Chinese character(s).
Statutory Registered Capital
The standard authorized share capital of a Delaware Co., Ltd. is 1500NPV. Delaware limited company has no minimum or maximum capital requirements. However, the standard registered capital is set at $ 50,000, divided into 50,000 shares of U.S. $ 1.00 each.
Delaware offshore company cannot issue bearer shares.
Shareholders of the Company
Each Delaware Limited should have at least one shareholder. It can be a person or a body corporate from any nationality. Detailed information on its shareholder(s) and shareholding(s) etc. must be recorded in the register. The register is not opened to public for inspection.
Delaware Limited’s shareholder or ultimate beneficiary is not required to disclose to any Delaware government agencies.
Delaware Limited's registered agent must conduct due diligence on the Company's shareholder(s).
Annual General Meeting
There is no requirement for a Delaware company’s director or shareholder to convene an annual general meeting. As it is allowed by the laws, all shareholders and directors may by written resolutions to execute transactions. Written resolution(s) signed by all shareholder(s) of a limited liability company constituted a governing document. Minutes of general meetings must be retained in the minute book, but it is not required to retain at Delaware.
Directors of the Company
The number of director of a Delaware company must be at least one. It does not accept corporate directors; it must appoint a chairman, treasurer and secretary. Person or body corporate of any nationality can be served. Register of directors must be filed with the Registrar of Companies in Delaware.
Delaware Limited's registered agent must conduct due diligence on the company director(s).
Registered address and registered agent
Delaware Co. must have a local registered address, its registered agent must also be registered in Delaware. All details are set out in the certificate of incorporation. Our firm, Deep Blue will also provide such registered address services for a Delaware corporation.
A Delaware company must have a company stamp with its company name clearly thereon.
Delaware company is required to keep records of all transactions or accounting for book-keeping and records. Books and records need not be retained in Delaware and the Delaware law requires no audit for the books and accounting records to be submitted to the Delaware governmental authorities.
For Delaware limited incorporation or limited liability company, if it is not engage business activities in the United States, it is not subject to the state income tax. So for those company which engaged business activities outside the United States, it will not receive any profits tax returns from Delaware tax department. But these offshore companies must comply with the tax laws of Delaware company where it operations in other jurisdictions, such as in the judicial district. In other words, they should check out the Delaware offshore companies doing business in other jurisdictions or transactions in the judicial district that could get tax exemption.
Transfer of shares
Based on the transfer of instruments, Delaware company may register its shares for transference. Transfer and issuance of share can be approved by the Board of Directors. The instrument of transfer must be duly executed by the transferor, with the instrument of transfer shall be recorded the name and address of the transferee.
If the register of shareholder register of the Delaware company does not maintain in Hong Kong, any transference of its shares in Hong Kong are not subject to any stamp duty payment.
Delaware company annual fee
Delaware companies are required to submit annual return every year with the payment of annual fees, including the annual franchise tax, registered agent fees, annual fees, address fees. Each company has to pay on 1 March annually; for limited liability company, it has to pay on 1 June annually.