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{{Corporate law|USA}}
The '''Delaware General Corporation Law''' (Title 8, Chapter 1 of the Delaware Code) is the [[statute]]
Delaware is considered a [[corporate haven]] because of its business-friendly corporate laws compared to most other U.S. states.<ref>{{cite news |url=https://www.nytimes.com/2012/07/01/business/how-delaware-thrives-as-a-corporate-tax-haven.html |title=How Delaware Thrives as a Corporate Tax Haven |newspaper=The New York Times|date=30 June 2012}}</ref><ref name=":0" /> 66% of the [[Fortune 500|''Fortune'' 500]], including [[Walmart]] and [[Apple Inc.|Apple]] (two of the [[List of largest companies by revenue|world's largest companies by revenue]]) are [[Incorporation (business)|incorporated]] (and therefore have their [[domicile (law)|domiciles]] for [[service of process]] purposes) in the state.<ref>{{cite web |url=http://www.corp.delaware.gov/aboutagency.shtml |title=About the Division of Corporations |publisher=Delaware Division of Corporations |access-date=1 January 2020}}</ref> Over half of all [[Public company|publicly traded]] corporations listed in the [[New York Stock Exchange]] (including its owner, [[Intercontinental Exchange]]) are incorporated in Delaware.
The statute has been credited with reducing the tax burdens on Delaware residents as revenues from the statute provide two-fifths of the state's budget, but has been controversial for facilitating [[tax dodging]] and [[money laundering]] by major corporations, as well as providing safe haven to money launderers, kleptocratic foreign rulers, and human traffickers.<ref name=":0" />
==History==
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==Other legal aspects==
Because of the extensive experience of the Delaware courts, Delaware has a more well-developed body of case law than other states,<ref>{{Cite
Delaware has also attracted major credit card banks because of its relaxed rules regarding [[interest]]. Many U.S. states have [[usury]] laws limiting the amount of interest a lender can charge. Federal law allows a national bank to "import" these laws from the state in which its principal office is located.<ref>{{cite journal |url=http://www.occ.gov/static/interpretations-and-precedents/mar98/int822.pdf |title=Interpretive Letter #822 |journal=Interpretations and Actions |publisher=[[Office of the Comptroller of the Currency]] |volume=11 |number=3 |date=March 1998}}</ref> Delaware (among others) has relatively relaxed interest laws,<ref name="USA_Corp">{{cite book|last1=Usa Ibp Usa|title=Us Company Laws and Regulations Handbook Volume 2 Delaware|date=2009|publisher=Int'l Business Publications|isbn=978-1433070822|url=https://books.google.com/books?id=EWI__tnGDJ0C&q=delaware+relaxed+interest+laws&pg=PA48}}</ref> so several national banks have decided to locate their principal office in Delaware. National banks are, however, corporations formed under federal law, not Delaware law. A corporation formed under Delaware state law benefits from the relaxed interest rules to the extent it conducts business in Delaware,<ref name="Webber_DE">{{cite news|last1=Webber|first1=Annie|title=Delaware, the Tiny Capital of Big Business|url=http://blog.legalhero.com/blog/delaware-the-tiny-capital-of-big-business|agency=Legal Hero|date=21 Jul 2015|access-date=13 April 2016|archive-url=https://web.archive.org/web/20141026121153/http://blog.legalhero.com/blog/delaware-the-tiny-capital-of-big-business|archive-date=26 October 2014|url-status=dead}}</ref> but is subject to restrictions of other states' laws if it conducts business in other states.<ref name="USA_Corp"/>
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Pursuant to the "[[internal affairs doctrine]]", corporations which act in more than one state are subject only to the laws of their state of incorporation with regard to the regulation of the internal affairs of the corporation.<ref>''Edgar v. MITE Corp'', {{ussc|457|624|1982}}.</ref> As a result, Delaware corporations are subject almost exclusively to Delaware law, even when they do business in other states.
While most states require a for-profit corporation to have at least one director and two officers, Delaware laws do not have this restriction.<ref name="Reuters_DECorp">{{cite web|title=DEL CODE § 141 : Delaware Code
==Tax benefits and burdens==
Delaware charges no [[income tax]] on corporations not operating within the state, so taking advantage of Delaware's other benefits does not result in taxation.<ref>{{cite web| url = http://corplaw.delaware.gov/delaware_law.shtml| url-status = dead| archive-url = https://web.archive.org/web/20131213044718/http://corplaw.delaware.gov/delaware_law.shtml| archive-date = 2013-12-13| title = State of Delaware – Delaware Corporate Law – Delaware Corporation And Entity Laws}}</ref> At the same time, Delaware has a particularly aggressive tax on banks that locate in the state. However, in general, the state is viewed as a positive location for corporate tax purposes because favorable laws of incorporation allow companies to minimize corporate expenditures (achieved through legal standardization of corporate legal processes), creating a nucleus in Delaware with operating companies often in other states.<ref name=delawareofeurope>{{cite journal |ssrn=763164 |title=Will There Ever Be a Delaware of Europe? |first=Patrick S. |last=Ryan |journal=Columbia Journal of European Law |volume=11 |page=187 |date=Winter 2004–2005}}</ref>
In addition, Delaware has used its position as the state of incorporation to generate revenue from its abandoned and unclaimed property laws. Under U.S. Supreme Court precedent, the state of incorporation gets to keep any [[Lost, mislaid, and abandoned property|abandoned and unclaimed property]], such as uncashed checks and unredeemed gift certificates, if the corporation does not have information about the location of the owner of the property.<ref name="auto">{{cite web |url=http://finance.delaware.gov/publications/fiscal_notebook_07/Section02/sec2page24.pdf |title=State General Fund Revenues by Category (F.Y. 2002
In February 2013, ''[[The Economist]]'' published an article on tax-friendly jurisdictions, commenting that Delaware stood for "Dollars and Euros Laundered And Washed At Reasonable Expense". [[Jeffrey W. Bullock]], Delaware's Secretary of State, insists that the state has struck the right balance between curbing criminality and "paying deference to the millions of legitimate businesspeople who benefit" from hassle-free incorporation.<ref>[https://www.economist.com/news/special-report/21571554-some-onshore-jurisdictions-can-be-laxer-offshore-sort-not-palm-tree-sight "Onshore financial centres: Not a palm tree in sight"]. ''The Economist'' (2013-02-16). Retrieved on 2013-09-05.</ref>
==2013 amendments==
On June 30, 2013, Delaware Governor [[Jack Markell]] signed
== Securities law ==
In 2020, the Delaware Supreme Court upheld a provision allowing companies to require in their [[Certificate of incorporation|certificates of incorporation]] all [[Securities Act of 1933]] claims to be filed in federal court.<ref>{{Cite web|title=Delaware Supreme Court Validates Federal Forum Provisions
DGCL 203<ref>{{Cite journal|last=Nugent|first=Eileen T.|date=2010|title=A Timely Look at DGCL Section 203|url=http://www.jstor.org/stable/40688595|journal=The Business Lawyer|volume=65|issue=3|pages=753–759|jstor=40688595|issn=0007-6899}}</ref> is particularly known as an [[Takeover|antitakeover]] law.
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==See also==
{{Slist director duties}}
{{Portal|Companies|Delaware}}
*[[Combined reporting]]
*[[Corporation Service Company]]
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==External links==
*[https://corp.delaware.gov/ Delaware Department of State, Division of Corporations]
*[http://delcode.delaware.gov/title8/c001/index.shtml Delaware's General Corporation Law]
*[http://www.corp.delaware.gov/ Delaware Division of Corporations]
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