Why Incorporate in Delaware?

Delaware’s advantages as a place of incorporation range from the Delaware General Corporation Law to the flexibility built into the corporate formation process.

  • Delaware’s large body of business laws helps a company plan carefully to avoid a lawsuit.

  • Delaware’s Chancery Court oversees matters involving Delaware’s General Corporate Law and has a reputation as one of the finest courts in the country.

  • Chancery Court issues decisions without jury trials, so their decisions are written, well thought-out and easy to follow.

  • Legal textbooks rely heavily upon Delaware corporate case law to teach law students because of the well written opinions from the Delaware Judiciary, so most American corporate attorneys have studied Delaware corporate law.

  • The Delaware Division of Corporations generates a considerable amount of revenue for the State, so they have invested in state-of-the-art imaging equipment, and process new filings very quickly.

  • A handful of Delaware registered agents, including Delaware Intercorp, have direct connections to the Division of Corporation’s electronic database, and can file your corporation formation documents electronically.

Asset Protection:

Why incorporate in Delaware? One of the best reasons for incorporating, or forming a Delaware limited liability company, is to separate your personal assets from your company’s assets. If you conduct business without using a corporation, or limited liability company, you place your assets at risk. Separating your personal property from your business property, and using a legal form such as a corporation, can help protect your personal property.

Incorporation or formation of a limited liability company also allows you to take advantage of the statutory and judicial laws of Delaware, to help you plan how your business runs.

An example:

Delaware Law allows for a version of the Limited Liability Company often called a Serial LLC. An LLC is normally very simple to create. The major difference between an LLC and a sole proprietorship or a partnership is the limitation of liability an LLC brings to you. But say that you wanted to conduct more than one type of business, and you didn’t want to create a separate corporation or limited liability company for each. The “Serial” LLC allows different lines of business to be treated separately from each other from a liability standpoint. So, for example, an LLC that owns several apartment buildings may insulate the LLC from liability for each individual building, if the operating agreement allows for it, and the operating agreement is followed. For more information take a look at the Limited Liability Company Act of the Delaware Code (especially, Title 6, Section 18-215; Series of members, managers or limited liability company interests). The Series LLC law was originally designed to allow money management funds to operate effectively as limited liability companies. It is now being adapted to real estate and estate planning purposes. This is one area where the advice of an attorney is needed to help you sort out how a series LLC would work in your local jurisdiction.

Stable Legal Platform:

Why incorporate in Delaware? Delaware has a separate Court of Chancery, a business court. The Court does not use juries and the judges are appointed on merit, not elected. Because there are no juries, decisions from the Chancery Court are issued as written opinions. Because of that, Delaware has a large body of written legal precedent to rely upon.

Delaware’s General Corporation Laws make it the friendliest state in America for corporations.

All of this means you have a stable legal platform upon which to operate. In other words, you know the rules going in. In many states, the courts can change the rules on a popular whim, with little regard for the effect on business. Chancery Court practitioners recognize that “outside the takeover process... most Delaware corporations do not find themselves in litigation. The process of decision in the litigated cases has so refined the law that business planners may usually order their affairs to avoid law suits.” According to the Wilmington News Journal, some Delaware corporate attorneys have complained that they have worked themselves right out of a job.

Delaware receives a large percentage of its revenue from corporate registration fees and therefore it is in the State’s best interest to attract as many corporations as possible.

Low Cost:

Why incorporate in Delaware? The initial charge for incorporating in Delaware can be as low as $89.00. The annual franchise tax can be as low as $175.00 in many cases. The cost of continuing operations is low as well. There is no Delaware corporate income tax for corporations that are formed in Delaware so long as they do not transact business in Delaware. There may be significant federal tax advantages to incorporating as well. Shares of stock in Delaware corporations are not subject to Delaware taxes if the owner lives outside the state. One person may act as President, Treasurer, Secretary and sole director. With Delaware Intercorp’s no fee incorporation, the cost of doing business as a Delaware Corporation is affordable.

These are some very good reasons to incorporate in Delaware:

  • Different kinds of business can be transacted under one corporate roof.
  • Shareholders can act in writing instead of holding meetings.
  • You can add people to the board who are not shareholders.
  • Corporate records need not be kept in Delaware.
  • One person can act as the only officer, director and shareholder of a corporation.
  • No Delaware income tax is charged to companies that do not do business in Delaware.
  • Delaware has no sales or personal property tax.
  • Low franchise tax, $175.00 in many cases. $300.00 for L.L.C.’s

Why Delaware Intercorp, Inc.?

  • Electronic same day filing at no additional cost. Filings received during normal business hours are filed the same day, usually within about an hour. We notify you of your filing number by email when the filing takes place.

  • No hidden fees. There is no additional filing fee or service fee for Delaware Intercorp to create your company if we are the Registered Agent in Delaware. All that is required is the State fee and our first year Registered Agent fee of $99.00.

Get Started in Delaware!

  • Online Formation of a Delaware LLC.
    Basic formation costs are as low as $189.00. A Limited Liability Company is a flexible entity, governed almost entirely by its Operating Agreement. It acts in many ways like an “S” Corp. but without some of the paperwork hassles.

  • Online Incorporation of a Delaware General Stock Corporation.
    Basic incorporation costs are as low as $188.00. A Stock Corp. is sometimes referred to as a “C” Corporation. A General Stock Corporation is a legal business entity, which acts under the law as a separate entity, distinct from the shareholders who own it. Taxes are imposed upon the corporation rather than its shareholders. Any profits that are distributed to the shareholders are taxable income.

  • Online Incorporation of a Delaware Close Corporation.
    Basic incorporation costs are as low as $188.00. Very similar to General Stock Corporations, however, the stock is not freely traded, and is held by only a few shareholders. In Delaware, there are thirty shareholders or less, and the shareholders can elect “S” Corporation status with the IRS so that taxes are imposed on the shareholders rather than the corporation. Even though the tax liability “flows through” to the shareholders, the corporation must still file a Federal tax return. Going on to make the "S" election with the IRS eliminates the “double taxation” of General Stock corporations.

  • Re-domicile a non-United States entity in Delaware through domestication.
    Simply put, domestication is the transfer of an existing non-United States entity to an entity in this State, changing the legal jurisdiction of the company. This process can allow you to take advantage of all of the benefits of being a Delaware company, while retaining your original incorporation date that the company first came into existence in the non-United States jurisdiction, while continuing to be deemed the same entity. Domestication costs start at $389.00.

  • Change your Delaware registered agent.
    We provide the service for free and pick up the State filing fee as well- you pay only the $99.00 agent fee! Delaware Intercorp will pay your entire State filing fee as well as prepare and send you the necessary paperwork for signature. As long as your entity is in good standing, all Delaware Division of Corporations fees needed to switch to our service are included! Download the change of registered agent form to make the switch. (PDF)

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