| |  |
| 
| 1. Delaware is considered the most attractive state in the nation for organizing.
2. Delaware courts have a reputation of reaching reasonable and fair conclusions when construing the corporation laws.
3. Only one incorporator is required. A corporation may be the incorporator.
4. There is no minimum capital requirement.
5. The franchise tax compares favorably with that of other states.
6. For companies doing business outside of Delaware, there is no corporation income tax.
7. Delaware has no sales tax, personal property tax or intangible property tax on corporations.
8. No taxation upon shares of stock held by non-residents and no inheritance tax upon non-resident holders.
9. A corporation may keep all of its books and records outside of Delaware.
10. You may have a principal place of business/address outside of the State of Delaware as well.
|
|
|
- DEAR VISITORS, If you want to become familiar with the description and the contents of company formation packages, offered by our company and to find above, what kind of service is included in this or that formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We are not able to guarantee that any such filing will be acceptable to Secretary of State, nor are there any contractual obligation upon us to do so. If Secretary of State rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Secretary of State does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.uk-ltd-formation.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
 Forming a Corporation
Articles of Incorporation. In General. The "Articles of Incorporation" (also known as the "Certificate of Incorporation") is the founding legal document of a corporation. It is an application filed with the state to have an artificial legal entity known as a corporation brought into existence and sets forth basic information about the corporation that can also define or limit elements of the corporation's existence.
The Incorporators. These are the individual or individuals (most states allow for a single incorporator) who sign the articles of incorporation thus requesting the state to bring the corporation into existence. This is more than a mere administrative act as the incorporators have the power in most states to name the first board of directors of the corporation.
Registered Agent. This is the individual or corporation located within the state of incorporation who receives all legal notices from the state relative to the corporation and is recipient of service of process should the corporation be sued. All states require that a registered agent be named in the articles of incorporation.
Corporate Purpose. In some states, one may merely state a general purpose for the corporation, such as: "to engage in any lawful act or activity for which a corporation may be organized under the general corporation law of …". In others, a specific corporate purpose must be named in addition to the general, i.e., "operation of an internet legal forms system and related activities". The instructions to the articles published by the state shall tell you whether a specific purchase must be named.
Duration. The duration of a corporation is almost always listed as "perpetual" in the articles. This means there is no stated time limit at which point the corporation shall be dissolved.
Initial Board of Directors. The following states require that the initial board of directors be named in the articles of incorporation: Alabama, Arizona, District of Columbia, Maryland, Massachusetts, Nevada, New Jersey, New Mexico, Rhode Island, South Dakota, and Texas. Louisiana requires the filing of a form entitled "Initial Report" with the articles of incorporation and, in the initial report, the incorporators are to name the first board of directors. All others do not require that the initial board be named in the articles of incorporation; however, it is permissible to do so.
Publication. Only Arizona, Georgia, and Nebraska require the incorporators to publish notice of the incorporation for a set period of time (usually once per week for four weeks). Please go to the Secretary of State's site for the state in question to obtain additional information on this subject.
Initial Board of Directors. If the initial board of directors was named in the articles of incorporation, then you can skip this step. In all states, the incorporators (i.e., the individuals who signed the articles of incorporation) may elect the initial board of directors who serve until the first annual meeting of shareholders (at which time a new board is selected by the shareholders). There are two methods for electing the initial board of directors if done by the incorporators: (a) through a meeting for which prior written notice was given and (b) through unanimous written consent.
Board Size. All states except the following allow the board of directors to consist of one board member without qualification: Arkansas, California, Massachusetts, Missouri, Ohio, Utah and Vermont.
Adopt Bylaws. If the board of directors have been named in the articles of incorporation, generally they shall adopt the initial bylaws of the corporation. If the board of directors have not been named in the articles of incorporation, then either the incorporators or the board of directors may adopt the initial bylaws in most states. Also, in some states, the shareholders may also adopt the initial bylaws.
Name Officers. The officers are appointed by the board of directors. Most states require that there be a president and a secretary (although some also require a treasurer). Furthermore, the vast majority of states allow the same person to serve as both the president and secretary.
Issuing Stock to the Shareholders. It is important that share certificates be issued to the shareholders as soon as possible after the corporation has been formally incorporated under state law. Share certificates evidence ownership in the corporation and fulfill a legal requirement under the corporate laws of most states. The following are the steps necessary for issuance of share certificates: board of Director resolution authorizing sale of specific number of shares at a specific price. Bill of sale between corporation and shareholder evidencing payment of the share price stated in the board of directors resolution. Issuance of share certificates to each shareholder.
- Delaware Business Incorporating
The Certificate of Incorporation is the basic governing document of the corporation. It must include certain terms and may include other terms. The information that must be included is narrow in scope: the name of the corporation, the name and address of the corporation's registered agent in Delaware, the purpose for which the corporation is organized (it is sufficient to say that the corporation may engage in any lawful act or activity for which corporations may be incorporated under the General Corporation Law), the number, par value (if any) and terms of the authorized stock and the name and mailing address of the incorporator. Every Certificate of Incorporation is deemed to contain the provisions of the General Corporation Law so it is unnecessary to repeat key provisions of that law in the certificate.
The Certificate of Incorporation may include any other terms desired in the Certificate so long as these are not contrary to the General Corporation Law. Since most of the terms of the General Corporation Law may be varied in the Certificate of Incorporation, broad flexibility is possible. For example, the Certificate of Incorporation may grant or deny to the board of directors the power to adopt or amend Bylaws; may increase above a majority the number of votes of directors or shares necessary to take board or stockholder action; may grant or deny pre-emptive rights or limit the corporation's term of existence (which is otherwise perpetual); may limit or eliminate the liability of directors for acts of simple negligence; and may make any other provision for the management of the business and for the conduct of the affairs of the corporation that does not conflict with the General Corporation Law.
The corporation is formed, and its existence commences, upon the filing of the Certificate of Incorporation with the Delaware Secretary of State. It is not necessary to obtain judicial or regulatory approval for the incorporation so long as the Certificate of Incorporation complies in form with the simple requirements of the General Corporation Law. Often it is possible to form a corporation in a matter of hours. The appointment of an initial board of directors and initial officers, adoption of Bylaws and issuance of shares complete the organization of the corporation.
A corporation which is properly formed and operated as a corporation assumes a separate legal and tax life distinct from its shareholders. A corporation pays taxes at its own corporate income tax rates and files its own corporate tax forms each year (IRS Form 1120). As a separate entity, it can buy real estate, enter into contracts, sue and be sued completely separate from its owners. Also, money can be raised easier via the sale of stock; its ownership can be transferred via the transfer of stock; the duration of the corporation is perpetual (the business can continue regardless of ownership); and the tax advantages can be considerable (i.e. you are able to deduct many business expenses, healthcare programs, etc.). Income is reported completely separate via a tax return for the corporation.
Normally, a corporation's management and control is vested in the board of directors who are elected by the shareholders of the corporation. Directors generally make policy and major decisions regarding the corporation but do not individually represent the corporation in dealing with third persons. Rather, dealings with third persons are conducted through officers and employees of the corporation to whom authority is delegated by the directors of the corporation. The corporation is the most enduring form of business entity. Originally created hundreds of years ago as a way to protect the shareholders in risky overseas ventures, corporations today are now formed by filing the necessary documents and fees with the Secretary of State. This creates a separate legal entity that is separate from the shareholders. It's akin to creating a new "person" with its own name and social security number (called the EIN or Tax ID Number: we can prepare this for you). Operating a corporation involves at the minimum holding a yearly directors and shareholders meeting (the location is determined by you and the expenses are deductible), keeping written minutes of major company decisions and maintaining general corporate compliance as dictated by the corporate Bylaws. Registering in the United States not a lengthy procedure, the applicant must, however, be well aware of the requirements of state law and the entire process may become quite tedious for some individuals.
Adequate Capitalization. You must invest in the company an adequate amount of capital for the nature of the company's business. You cannot simply lend the company the money. In the case where the company is not adequately capitalized, a court may permit a creditor to look through the company and hold the owners liable for the company's obligation. Courts have held that inadequately capitalized companies can be considered to be shams. The question of how much is adequate is fact specific and should be discussed with your attorney or accountant.
Maintaining Corporate Identity. You don't need to be left out on your own to prepare the minutes of organization meeting, minutes of the first meeting, special minutes of meetings and annual minutes of meeting. You do not need to be kept in the dark about which should be dealt with immediately after you form your company and what you must tend to keep your company viable for the future. In addition to the issues discussed in the previous paragraph, there are a number of steps which you should take to preserve your corporation or LLC's identity separate from its owners: make all annual filings with the Secretary of State and pay the franchise fee on time. Operate the company under its proper name or properly filed trade name. Make sure that people dealing with your company understand that it is a corporation or LLC and that they are not dealing with you as an individual.
Avoid, to the extent possible, giving personal guarantees. Any document signed on behalf of the company should clearly indicate that the person signing is doing so as an officer of the corporation or as a member or manager of the LLC without personal guarantee. As noted above, treat the company as a separate financial entity. Payments to the company need to be documented as capital contributions, loans, compensation, dividends or loan repayments. These are items which should be enumerated in the annual minutes of the Board of Directors. Stock or Membership certificates are only evidence of ownership and not necessary for ownership. Stockholder and members are not required to be US citizens and are not required to be US residents. Ownership must appear in the company's minutes and on the transfer records.
It is the better practice to issue stock or membership certificates. Any restriction on transfer must appear on the certificate to be effective against third parties. If you let employees drive their own cars on company business, make sure that both your and their insurance is sufficient and make sure that your company is listed as an "additional insured" on their policy of insurance. Do not take inconsistent positions with your insurance company (no business use) and then deduct car expenses on your company's tax return. If you lend money to the company the company should adopt a resolution authorizing the borrowing and should issue a note. If you have a pension plan, consult your accountant or plan administrator at least annually for a review because of changes in the law or regulations. Annually review minutes and records with your attorney and accountant. Except in the case of S corporations, the company should have a written employment contract with an owner employee and the company's minutes should reflect the adoption of the contract.
| Description of service | Order Now | Basic Delaware Corporation Formation Package - £99.00
All our Delaware companies are general trading companies which include search name availability for your Delaware Corporation. Preparation and filing of Certificate of Incorporation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Incorporation. Delivery Certified Copy of the Certificate of Incorporation is delivered as hard copy by post. The following documents will be delivered via E-Mail: a professionally prepared 20 page Delaware Corporation By-laws ready-for-signature (Word. format). Minutes or Consents Documentation of Organizational Meeting. | ORDER
| Classic Delaware Corporation Formation Package - £174.00
All our Delaware companies are general trading companies which include search name availability for your Delaware Corporation. Preparation and filing of Certificate of Incorporation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Incorporation. Delaware Resident Agent for 12 months. Registered Address in the State of Delaware for 12 months. Delivery Certified Copy of the Certificate of Incorporation is delivered as hard copy by post. The following documents will be delivered via E-Mail: a professionally-prepared 20 page Delaware Corporation By-laws ready-for-signature (Word. format). Minutes or Consents Documentation of Organizational Meeting.
Next Year Fees » £180.00 : Registered Address and Resident Agent Services, Annual Franchise Tax Report Preparation and Annual Franchise Tax Fee. | ORDER
| Deluxe Corporation Formation Package - £314.00
All our Delaware companies are general trading companies which include search name availability for your Delaware Corporation. Preparation and filing of Certificate of Incorporation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Incorporation. Delaware Resident Agent for 12 months. Registered Address in the State of Delaware for 12 months. We provide a company nominee director service for 12 months. A professionally-prepared 20 page Delaware Corporation By-laws signed by Nominee Director. Minutes or Consents Documentation of Organizational Meeting. Pre-signed, undated resignation letter from Director. General Power of Attorney. Indemnity Letter for General Power of Attorney. Agreement for the provision of nominee service and indemnification of nominees.
Next Year Fees » £320.00 : Registered Address, Resident Agent, Nominee Director Services, Annual Franchise Tax Report Preparation Fee and Annual Franchise Tax Fee. | ORDER
|
- Corporations Capital Structure
Delaware does not impose any minimum capital requirements. A corporation is free to establish the capital structure that best suits its needs. Corporations may issue a single class of stock or multiple classes of stock, as the Certificate of Incorporation provides. Stock may be voting or non-voting, and shares of one class may be given a greater or lesser number of votes per share than shares of another class. Stock may be common stock, standing last in line in the event of liquidation, or preferred stock with a preference over common stock as to dividends, liquidation or both. The dividend rates of preferred stock may fluctuate in accordance with a formula expressed in the Certificate of Incorporation or they may be fixed, and stock may be entitled to participate in the earnings of the corporation available for dividends generally or only in a specified portion of those earnings. Stock may be made convertible into shares of a different class and may be made redeemable by the corporation.
The Delaware General Corporation Law also confers on corporations the power to borrow money, guarantee debts, issue bonds and otherwise incur debt. Although unusual in practice, the General Corporation Law permits corporations to create voting debt, that is, debt that carries with it the authority to vote along with stockholders, so long as the Certificate of Incorporation so provides. Dividends on common stock are normally payable when, as and if declared by the board of directors, unless restricted in the Certificate of Incorporation. Dividends on preferred stock are also discretionary unless fixed in the Certificate of Incorporation. Dividends may be paid out of the net assets of the corporation over and above its capital. (Generally speaking, capital is the aggregate par or stated value of the issued shares.) If no such funds are available, dividends may be paid out of the net profits of the corporation in the year declared and/or the preceding fiscal year. Stockholder approval of proposed dividends is not required, but this requirement may be imposed, if desired, by appropriate provision in the Certificate of Incorporation.
Number of shares the corporation is authorized to issue. At the time of incorporation, the incorporation documents specify the total number of shares that the corporation can issue. These are called the "authorized shares". The Board of Directors is responsible for deciding if and when to issue the authorized shares. When shares are actually given to the shareholders, they become issued, authorized shares. When determining ownership percentages, the number of authorized shares is not a factor. All that is considered in determining ownership is the proportion of shares issued to each shareholder, not the actual number of shares. It may be wise for the company to authorize more shares than it plans to issue. This will allow the company flexibility to issue more shares if a second round of financing is required. Designating a small amount of authorized shares in the articles will limit the company's ability to do this. The number of shares authorized can only be changed by officially amending the articles with the Secretary of State.
Note that designating a large number of authorized shares may increase the state filing fees in a limited number of some states. Designating the number of authorized shares is done in the Articles of Incorporation for C-Corporations and S-Corporations and does not apply to LLCs. In an LLC the shares are called "membership interests", and the shareholders of the LLC are called its "members".
Common Shares and different classes of stock. If the company has only class of shares, these shares are referred to as the common shares. If they are the only class of shares, the common shares must be given all the rights associated with shares: the right to vote at the shareholder meetings, the right to receive dividends (if and when distributed), and the right to receive the company's remaining assets upon dissolution. Different classes of shares may be created and vary based on differing rights and restrictions given to each particular class. In defining different classes of shares, it is important to note that at least one class of shares must have voting rights, at least one class must have the right to receive dividends and at least one class must have the right to receive the property of the corporation at its dissolution. If a corporation has more than one class, the classes will usually have an alphabetical designation. For example, "Class A Common Stock", and "Class B Common Stock". Another common way to differentiate between shares is to have one class of common shares and one class of preferred shares.
Preferred Shares. Corporations are required to issue common shares. However, corporations are not required to authorize any preferred shares. The advantage of owning preferred shares, to shareholders, is that they have priority over common shareholders in receiving dividends. The preferred shareholders are entitled to receive a specified amount of dividends before the common shareholders receive any. The downside of preferred shares is that they are usually (but not always) non-voting. Further, the preferred shares usually have a "capped" right to receive dividends, meaning that the distributions have an upward limit. The specifics of the rights and restrictions of preferred shares should be determined before issuing by the Board, or otherwise be designated within the corporate bylaws.
Annual Report Requirement. Most states require that Corporations and LLCs file a statement and pay a moderate fee on an annual or biennial basis. This filing requirement, which is generally referred to as an "Annual Report" or "Franchise Tax", updates the state government as to the status of the company, and permits the company to continue its existence.
- Corporations Management
The board of directors of the corporation is responsible for the management of the business and affairs of the corporation. In carrying out their management responsibility, directors are not agents of the stockholders. Instead, they are fiduciaries owing duties to the corporation itself and to its stockholders. To become effective, proposals at a board meeting must be approved by a majority of the directors present. Furthermore, there must be at least a quorum of directors present at the meeting. Unless defined otherwise in the corporations's Certificate of Incorporation or Bylaws, a quorum consists of a majority of the entire board of directors. Directors may also act by written consent, but in so acting must be unanimous. The board of directors may consist of as many or as few persons as the Certificate of Incorporation or Bylaws provide. There are no 'co-determination' laws, and there is no requirement that labor or any other constituency be specially represented. The entire board is elected annually, unless the Certificate of Incorporation provides for the board to be elected for staggered terms of up to three years. Voting in board elections is not cumulative unless the Certificate of Incorporation so provides.
The corporation's officers are selected by the board of directors, which also is empowered to remove the officers. Most corporations will have at least a president, treasurer and secretary. The authority of the officers is generally fixed in the Bylaws or in resolutions adopted by the directors. The officers exercise operational management. Stockholders, by contrast, do not manage the corporation. Stockholders elect directors annually, and have the power to approve or withhold approval of any proposal by directors to amend the Certificate of Incorporation, sell all or substantially all of the corporation's assets, merge the corporation with another organization or dissolve the corporation. Stockholders also have the right to adopt, amend and repeal the corporation's Bylaws and to inspect books and records. Stockholders exercise their authority in the form of stockholder resolutions adopted at a meeting, or by written consent (which need not be unanimous).
Although the management structure described above is customary, the General Corporation Law allows this structure to be varied by provision in the Certificate of Incorporation conferring powers otherwise vested in the board on some other person or persons. Directors and officers owe a fiduciary duty in conducting the corporation's affairs and, therefore, must act with due care, on an informed basis and with loyalty to the best interests of the corporation and its stockholders. To encourage entrepreneurial risk-taking, however, the Delaware courts will not second-guess the business judgments of directors so long as these elements of loyalty and care are present.
Corporations are permitted (and in some cases required) to indemnify directors and officers against liabilities arising out of their official actions. Of course, indemnification is not generally permitted for liabilities owed by the directors to the corporation itself, but is available with respect to third-party claims and judgments, as well as with respect to defense expenses. Corporations may purchase insurance on behalf of directors and officers against such liabilities, and the Certificate of Incorporation may be drafted to provide for elimination of monetary liability of directors for certain breaches of duty.
- Corporations Taxation
Although a Delaware corporation is subject to U.S. federal taxation just as any other U.S. corporation, the extent to which a corporation will be subject to Delaware corporate income tax will depend on the nature and extent of the corporation's activities conducted within Delaware, and on whether the corporation qualifies for one of a number of specific categories for which special tax treatment is accorded by Delaware law. At one extreme, a corporation incorporated in Delaware but not doing any business in Delaware and simply maintaining a statutory corporate office in Delaware is exempt from Delaware corporate income tax. The only Delaware tax on such a corporation is the very modest Delaware franchise tax. On the other end of the spectrum, a corporation actively engaged in a trade or business, all of the activities of which are conducted within Delaware, would be fully subject to the Delaware corporate income tax on all of its income.
A corporation that conducts business activities partly in Delaware and partly elsewhere is subject to Delaware corporate income tax on only that portion of its income allocated and apportioned to Delaware under rules specifically set out in the Delaware statute. Unlike some other states, Delaware does not attempt to apply a "unitary" tax approach so as to subject to Delaware taxation a disproportionate amount of the worldwide income of a corporation only a part of whose business activities are conducted within Delaware.
Delaware exempts from its corporate income tax corporations commonly referred to as "Delaware investment companies" (or "Delaware holding companies"). Delaware investment companies are corporations "whose activities within this State are confined to the maintenance and management of their intangible investments... and the collection and distribution of the income from such investments or from tangible property physically located outside this State". For example, a foreign business enterprise desiring to make investments in the U.S. in intangible assets such as stocks, bonds, notes and other debt obligations, patents, trademarks or copyrights could form a Delaware investment company for the purpose of making such investments without subjecting the income there from to state-level corporate income tax.
Delaware investment companies are also expressly exempt from the gross receipts taxes imposed on various other business taxpayers. Thus, except for the modest annual franchise tax, a corporation meeting the statutory definition of a Delaware investment company can, under the right circumstances, escape all Delaware tax. As a result of these rules, a large number of U.S. companies have established Delaware investment companies to which they have transferred investment portfolios, patents, trademarks or other intangible property for the purpose of eliminating state tax liability on the earnings from those assets. The same opportunity exists for foreign business enterprises that desire to make investments in the United States.
- Incorporate a Close Corporation
A close corporation is formed in the same manner as any stock corporation, except its Certificate of Incorporation must contain a heading stating that it is a close corporation, and the Certificate of Incorporation must also contain the provisions described above restricting the number of stockholders, transfer of shares and public offering of shares. An existing corporation that is not a close corporation may convert into a close corporation by amending its Certificate of Incorporation to contain the foregoing heading and provisions, except that it must be approved by the holders of at least two-thirds of the issued shares.
- Close Corporations Capital Structure
As noted above, the capital structure of a close corporation is limited on the equity side by the restriction that the issued shares be held by not more than thirty persons. The corporation may refuse to record transfers of stock that would violate the applicable transfer restrictions or result in an excessive number of holders.
- Close Corporations Management
In an ordinary stock corporation, the management of the business and affairs of the corporation is conducted by or under the direction of the board of directors, except to the extent specific management functions are expressly conferred on someone else by the Certificate of Incorporation. In a close corporation, on the other hand, the Certificate of Incorporation may provide that the business of the corporation shall be managed by the stockholders directly, in which case no elections of directors are required, the stockholders are considered for statutory purposes to be the directors and the stockholders are subject to the liabilities of directors. Such a provision, if adopted, is required to be noted also on every stock certificate to avoid surprise for the unwary. Likewise, the stockholders may by written agreement among a majority restrict the discretion of directors. The effect of such an agreement is to relieve the directors of, and impose upon the stockholders who are parties to the agreement, liability for managerial acts or omissions that would otherwise be imposed on directors to the extent and for so long as the management discretion or powers of the board are controlled by such agreement.
A stockholder may apply to the Court of Chancery for appointment of custodians or receivers for a close corporation in the event of certain stockholder or director deadlocks, or if such stockholder has been given the option in the Certificate of Incorporation to compel dissolution of the corporation. In certain similar situations the Court of Chancery may appoint a provisional director, but such director must be impartial and may not be either a stockholder or a creditor of the corporation.
- Delaware Membership Corporations
Delaware law permits the formation of non-stock, membership corporations, whether or not organized for profit. In this respect Delaware law is more flexible than the laws of many other jurisdictions, which may restrict the use of membership corporations to non-profit or charitable activities. While not the prevalent form of business organization, non-stock, membership corporations have been used in a number of for-profit or profit-neutral settings, and some very large and well-known enterprises have been established as membership corporations. The Delaware statutes do not contain a separate code governing the formation and operation of membership corporations, but instead treat these corporations within the framework of the General Corporation Law that also governs ordinary stock corporations. Therefore, the discussion below addresses the areas of difference in treatment or authority, and the reader is referred to "Stock Corporations" above for generally applicable concepts.
- Forming a Membership Corporation in Delaware
A membership corporation is formed in the same manner as a stock corporation, except that in lieu of stating the authorized number, classes and par value of shares of the corporation, the Certificate of Incorporation must state that the corporation has no authority to issue shares of capital stock. The conditions of membership in the corporation must also be stated in the Certificate of Incorporation, or the certificate may state that such conditions are to be stated in the Bylaws.
- Membership Corporations Capital Structure
In view of the absence of authority to issue shares of stock, the statute contains no provisions regarding the capital structure of a membership corporation. Concepts of capital and surplus, which find application in stock corporations in the context of proper sources for payment of dividends and stock redemptions, have no statutory significance in the context of membership corporations. Hence the statute is silent on, for example, the sources from which distributions of profit from for-profit membership corporations may be made. As the underlying philosophy of the General Corporation Law is permissive rather than restrictive, the absence of statutory provisions may be taken as granting broad flexibility in this area.
- Membership Corporations Management
The provisions governing boards of directors in stock corporations are generally applicable to membership corporations. However, the Certificate of Incorporation of a membership corporation may provide that the business and affairs of the membership corporation shall be managed in a manner other than that applicable to stock corporations, and may provide for action by a quorum of only one-third of the members of the governing body. Unless otherwise provided in the Certificate of Incorporation, each member of a non-stock corporation has one vote on issues coming before the membership. The Certificate of Incorporation may also fix the number of members necessary to constitute a quorum and to take action as members, but in the absence of such a provision one-third is a quorum and a majority rules. Action may be taken by written consent, unless prohibited in the Certificate of Incorporation.
- Coddan is a Registered Agent for Delaware Corporations and Limited Liability Companies
Our online incorporation website, is the leading business incorporation website providing comprehensive incorporation services for both profit and non-profit corporations and limited liability companies (LLC's) in all of the 50 United States. We can form corporations and LLCs for principals who reside outside of the United States in Florida, Nevada, New York, California, Washington, Arkansas, Oregon or Delaware. These services are well suited for those who do not have a mailing address in the United States. We can also provide mail forwarding and resident agent services if required. We understand that you are interested in forming a corporation and look forward to being your registered agent. Incorporation offers many benefits for a business or venture: protection from personal liability; convenience in raising capital from limited stockholders; perpetual existence. The State of Delaware offers several benefits for incorporation: liberal laws, speedy service and low cost.
One single individual may simultaneously hold all of the executive offices and titles of a Delaware corporation, including: chairman of the board, president, vice president, secretary and treasurer. Unlike states that require as many as three different individuals to hold the posts of officers and/or directors, Delaware permits you to be a one-person corporation. A Delaware director shield law permits corporations to shelter their directors, liberally, from personal liability in connection with their actions as board members. Your Delaware corporation may be based, headquartered and/or operated in any state or territory of the United States - or in any city in any country in the world - providing that you retain the services of a Delaware registered agent such as Coddan. Delaware has a highly specialized and expert corporate bar that is very familiar with Delaware corporate law and which appears regularly before judges of the Court of Chancery.
There is no sales tax in Delaware. Whether your corporation is physically located in Delaware or not, as a corporation, your purchases in Delaware are not subject to sales tax. There is no state corporate income tax in Delaware on goods or services provided by corporations operating outside of Delaware. There is no state corporate tax on interest or other investment income in Delaware, when earned by a Delaware holding company. Delaware has no ad-valorem or value-added taxes (VATs). There is no State of Delaware inheritance tax on stock of Delaware corporations operating outside of Delaware held by non-residents.
The liability of a shareholder of a Delaware corporation is limited by the amount of his investment in the corporation plus the corporate tax liability - provided that the corporation has conducted its business according to all applicable state and federal laws. Your corporation may own - without limitations as to amount or value - stocks, bonds or securities of other corporations located in Delaware or outside of Delaware as well as real and personal property. This means that your new corporation can be set up as, or later become, a corporate holding company or real estate holding company. Your corporation can be set up to be an all-purpose corporation - to conduct multiple types of business, to manufacture and/or market any products, to offer all kinds of services, simultaneously or sequentially. All you have to do is include a broad "statement of purpose" in your Delaware Certificate of Incorporation (Corporate Charter) and other corporate documents such as: "The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware." This permits your Delaware corporation, for example, to start out as a real estate holding company, add your spouse's retail business to its activities and later become a manufacturer of packaged goods - all without having to alter your original documentation or file new corporate documents.
|
|
£ 99.00
To incorporate in Delaware this package price includes (most popular for USA residents):
Search name availability for Corporation in Delaware
Delaware Resident Agent for 12 months
Helpful Resources