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Delaware General Corporation Law: Difference between revisions

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{{Corporate law|USA}}
 
The '''Delaware General Corporation Law''' (Title 8, Chapter 1 of the Delaware Code) is the [[statute]] of the Delaware Code that governs [[corporate law]] in the [[U.S. state]] of [[Delaware]].<ref>{{cite web |title=Delaware General Corporation Law |url=http://delcode.delaware.gov/title8/c001/ |website=Delaware Code Online |access-date=21 DecDecember its2018}}</ref> The statute was adopted in 1899. Since then, Delaware has become the most prevalent jurisdiction in [[United States corporate law]] and has been described as the ''de facto'' corporate capital of the United States.<ref name=":0">{{Cite book |last=Weitzman |first=Hal |url=https://books.google.com/books/about/What_s_the_Matter_with_Delaware.html?id=xnPMEAAAQBAJ&source=kp_book_description&redir_esc=y |title=What’s the Matter with Delaware?: How the First State Has Favored the Rich, Powerful, and Criminal—and How It Costs Us All |date=2024 |publisher=Princeton University Press |isbn=978-0-691-23574-5 |language=en}}</ref>
ember 2018}}</ref> The statute was adopted in 1899. Since then, Delaware has become the most prevalent jurisdiction in [[United States corporate law]]. 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> 66% of the [[Fortune 500|''Fortune'' 500]],taxes will be able to win over you
 
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.
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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" />
 
]] 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.
 
==History==
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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 – F.Y. 2005) |work=Delaware 2005 Fiscal Notebook |publisher=Delaware Department of Finance |url-status=dead |archive-url=https://web.archive.org/web/20110816093426/http://finance.delaware.gov/publications/fiscal_notebook_07/Section02/sec2page24.pdf |archive-date=2011-08-16 }}</ref> Abandoned property provides Delaware with about half a billion dollars annually.<ref>{{Cite web |last=Vuocolo |first=Alex |date=2017-01-20 |title=Delaware Senate approves abandoned property bill |url=https://delawarebusinesstimes.com/news/delaware-senate-approves-abandoned-property-bill/ |access-date=2024-06-24 |website=Delaware Business Times |language=en-US}}</ref>
 
Delaware charges a [[franchise tax]] on the corporations incorporated in it. Franchise taxes in Delaware are higher than in most other states which typically get revenue from corporate income taxes on the portion of the corporation's business done in that state. Delaware's franchise taxes supply about one-fifth of its state revenue.<ref name="auto"/>
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==2013 amendments==
On June 30, 2013, Delaware Governor [[Jack Markell]] signed amendments to the Delaware General Corporation Law. The new legislation took effect on August 1, 2013, except for the ratification of the defective corporate acts amendment which took effect in 2014.<ref>{{cite journal|url=http://www.hklaw.com/publications/Significant-Amendments-to-Delaware-General-Corporation-Law-Enacted-08-05-2013/ |archive-url=https://archive.today/20130806234639/http://www.hklaw.com/publications/Significant-Amendments-to-Delaware-General-Corporation-Law-Enacted-08-05-2013/ |url-status=dead |archive-date=August 6, 2013 |title=Significant Amendments to Delaware General Corporation Law Enacted |journal=Holland & Knight Securities Bulletin |date=August 5, 2013 }}</ref>
 
== Securities law ==