DELAWARE: Corporate Gateway to the USA

DELAWARE Cynthia B. Kane Special Assistant to the Delaware Secretary of State

Why is Delaware the Corporate Gateway to the USA? More than 780,000 business entities have their legal home in Delaware 61% of the Fortune 500 Half the companies traded on the New York Stock Exchange and NASDAQ 70% of new Initial Public Offerings on U.S. exchanges 140,000 new corporations, partnerships and limited liability companies formed annually

Delaware welcomes the world The second-smallest state is the corporate home to the world’s leading companies.

The Delaware Story Delaware is strategically located at the midpoint between Washington, D.C., and New York City.

Major Industries in Delaware Financial Services Autos Bio & Life Sciences Tourism Manufacturing Chemicals Agriculture Corporate & Legal Services Delaware has one of the strongest, most diverse economies in the USA

Delaware Corporate and Legal Services Business Entity Formation and Related Services Corporate and alternative entity formations, compliance and governance, and domain and trademark management. Dispute Resolution and Litigation Corporate Law, Fiduciary Law, Bankruptcy Law, Intellectual Property Law, Technology and Insurance Disputes Corporate and Personal Planning Holding Company, Asset Protection, Estate and Trust Services

Why are over half of the Fortune 500, NYSE and NASDAQ incorporated in Delaware? Why does it make sense for businesses entering U.S. markets to incorporate in Delaware?

What is the magic about Delaware? A unique combination of elements enables Delaware to provide unparalleled service to its corporate clients: Delaware’s General Corporation Law Delaware’s Courts Delaware’s Legal Community Delaware’s Division of Corporations

Why it makes sense for you to incorporate in Delaware Delaware offers a unique combination of advantages: Delaware General Corporation Law -- this law is annually updated and designed to permit corporations and their shareholders the maximum flexibility in ordering their affairs

Why it makes sense for you to incorporate in Delaware Delaware offers a unique combination of advantages: Delaware’s Courts Delaware’s Court of Chancery and Supreme Court are pre-eminent in the field of corporate law and have written much of the modern case law. Delaware’s Federal Bankruptcy Court is the finest, most efficient in the nation and handles many of the largest corporate reorganizations and dissolutions in the nation. The U.S. District Court of Delaware is nationally recognized as a premier trial court for the resolution of major patent disputes.

Why it makes sense for you to incorporate in Delaware Delaware offers a unique combination of advantages: Delaware’s Legal Community -- specialized corporate lawyers are experts in Delaware corporation law and active in both its formulation and application

Why it makes sense for you to incorporate in Delaware Delaware offers a unique combination of advantages: Division of Corporations — a model of state-of-the-art efficiency, its staff handles complex documents efficiently—you can incorporate in one hour

Where is Delaware in the Legal Universe ? “Best legal system in the United States” Thomas Donohue, President, U.S. Chamber of Commerce U.S. Chamber of Commerce Survey of 50 State Litigation Systems Delaware ranked #1: Judge’s competence and impartiality Timeliness of decisions Handling of scientific and technical evidence Treatment of punitive damages

Types of Delaware Business Entities Corporations Alternative Business Entities General Partnership (GP and LLP) Limited Partnership (LP and LLLP) Limited Liability Company Statutory Trust

Delaware versus Offshore Jurisdictions and Other States Easy access to U.S. market and capital No personal property tax No intangible property tax No minimum capital requirement The franchise tax compares favorably with that of other states

Delaware Division of Corporations – “a government agency that runs like a business” Open 7:30 am – midnight Exceptional Services Choice of 1 Hour, 2 Hour, Same Day, 24 Hour or Regular Service Global 24/7 Service Web Based Services Online Corporation Laws Pay annual taxes Download forms Reserve corporate names Research status of Delaware business entities

Efficient, Dependable, & Secure State-of-the-art imaging Efficient workflow application Overnight offsite backup Disaster recovery facility

Role of a Delaware Registered Agent All U.S. states require business entities to have a registered office within the state open during normal business hours to accept service of process. Business entities retain a “Delaware registered agent” to manage administrative compliance with Delaware laws. Key functions include: Service of process Compliance (taxes, annual reports, etc.) Filing documents (amendments, dissolutions, etc.) Delaware is the only State that allows Direct Online Access Agents scan images and submit corporate data through high speed data lines. Documents appear in priority order for approval by state officials providing unmatched speed and efficiency.

Delaware – “At Your Service” Contact a Delaware Registered Agent Contact the State of Delaware Call at 001-302-739-3073 Visit website at www.state.de.us/corp Link to registered agent websites Print forms Get a list of fees and services Access to Court opinions Visit State web portal at www.delaware.gov Get business and visitor information Thank you for allowing us to be here today

Summary - The Delaware Advantage Flexible and modern statutes Respected Courts Exceptional Service Business-friendly government Unsurpassed corporate law expertise Result is predictability, efficiency and fairness

DELAWARE: Corporate Gateway to the USA