INITIAL SET-UP SERVICES

• Meet with parent company personnel to coordinate establishment of a Delaware Holding Company.
• Prepare and file Federal Form SS-4, Application for Employer Identification Number.
• Prepare and file payroll tax applications with the State of Delaware, and the City of Wilmington, if necessary.
• Prepare and file local business license application.
• Prepare and file Delaware Form 1902-AP, Application for Exemption from Corporate Income Tax.
• Arrange for telephone service.
• Arrange for banking services, and prepare bank documents.
• Order corporate stationery.
• Computerize accounting records.
• Establish correspondence and permanent files.
• Other non-recurring arrangements, as directed by the client.

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Delaware Management Services has both shared and private office space available. Each lessee of office space receives the following as part of our situs management services:

• Telephone coverage during normal business hours, with the telephone answered in the name of the company.
• Use of copying and facsimile equipment.
• Use of storage facilities for files and records.
• Use of several conference facilities for up to twenty people.
• Collection and forwarding of mail.

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The quantity and complexity of the assets held by a Delaware Holding Company control the magnitude of employee services needed to manage the operations of the company. DMS can provide the desired level of support required under any given circumstances.

We only have our most senior persons act as Employee, Director, and Officer for our clients, unlike our competitors, who offer persons without the necessary education and experience to act in this capacity. Functions may include:

• Maintain corporate checking account.
• Pay invoices.
• Initiate communications by letter or telephone.
• Maintain correspondence and permanent files.
• Prepare and maintain loan documents.
• Issue intercompany loan interest and royalty payment statements.
• Attend corporate and Board of Directors meetings held in Delaware.

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DMS’s financial professionals possess the qualifications and experience needed to assume executive-level responsibilities as employees of Delaware Holding Companies. For a client requiring a higher level of support and Delaware business presence, the executive employee's responsibilities can be increased by having him or her serve as an officer of the corporation.

In addition to their duties in providing our basic services, our professional personnel are also qualified to perform the following:

• Review cash management activities and advise Boards of Directors.
• Monitor and direct investment activities within predetermined guidelines.
• Set interest rates on intercompany debt instruments.
• Execute various legal documents commensurate with their corporate positions.
• Serve as Corporate Directors.
• Coordinate Board of Directors meetings.
• Maintain corporate minutes.
• Review the performance of employees.

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OTHER SERVICES

In order to preserve the tax benefits associated with owning a Delaware  Holding Company, it is extremely important that each holding company maintain adequate substance in Delaware. A holding company and its parent must continue an "arm's length" relationship. DMS can provide Annual Substance Reviews for its clients in order to gauge current performance and to highlight areas that have room for improvement:

A DMS professional will review the books and records of the Delaware Investment Holding Company in order to assess the current level of Delaware Substance. The DMS professional will also consider such things as various state attacks and methods of state attacks the client may be exposed to.

Based on the results obtained, suggested improvements will be discreetly communicated to the holding company's Board of Directors.

ACCOUNTING SERVICES

Enter into the company's original books of account all receipts and disbursements, monthly accruals and other entries necessary to record the activities of the company.

• Monitor the receipt of interest, dividend and royalty payments.
• Maintain a complete set of periodic general ledgers, trial balances and workpapers (monthly, quarterly, etc., as directed by the client).
• Reconcile checking and custody accounts
• Other bookkeeping or accounting services, as needed.