How to Incorporate in Delaware
Delaware Department of State—Division of Corporations
401 Federal Street—Suite 4
Dover, DE 19901-3639
Statutory Authority: General Corporation Law — Del. Code Tit. 8 § 101 (2013)
Delaware Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Certificate of Incorporation.”
3. Complete the “Document Filing Sheet.”
4. Submit the completed documents, along with a photocopy of each and filing fees, to the Delaware Department of State.
Delaware Certificate of Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in Delaware:
1. Company name
2. Registered agent name and address
3. Business purpose
4. Number of authorized shares and par value
5. Name, address, and signature of incorporator
Delaware Incorporation Fee Schedule
Corporate Name Reservation Application: $75.00
Certificate of Incorporation: $89.00 minimum (Based on number and par value of authorized shares)
Qualification Certificate of Foreign Corporation: $245.00
Certified Copy: $50.00
Expedited Service: $50.00—24 hours, $100.00—same day, $500.00—2 hours, $1,000.00—1 hour
Certified Copy: $50.00
Annual Report: $50.00
Business License: Varies
Certificate of Dissolution: $204.00
Your company name must end with a corporate designator. In Delaware the specific corporate designators are: “Association” “Company” “Corporation” “Club” “Foundation” “Fund” “Incorporated” “Institute” “Limited” “Society” “Syndicate” “Union” or their abbreviation.
Conduct an entity name search on the Delaware Department of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing a “Corporate Name Reservation Application” and paying a name reservation fee of $75.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Delaware requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Delaware resident or active Delaware business entity that has a Delaware street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Delaware resident and have a Delaware street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Delaware corporation. Nevertheless, Delaware permits you to add other provisions to your Certificate of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and Ongoing Compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File Annual Report and pay state franchise tax.
9. File Corporate Income Tax with the Delaware Department of Revenue.
Registering as a Foreign Entity
1. Complete the “Qualification Certificate of a Foreign Corporation” form.
2. Attach an original certificate of existence, dated within six months prior to filing the “Qualification Certificate,” duly authenticated by the Department of State or the proper official having custody of corporate records in the state the law of which it is incorporated.
3. Submit the completed documents, along with a $245.00 filing fee, to the Delaware Department of State.
Dissolving a Delaware Corporation
1. Before a “Certificate of Dissolution” can be filed, all taxes due to the state through the effective date of the dissolution must be paid and all “Annual Franchise Tax Reports” must be filed.
2. Complete the “Certificate of Dissolution” and submit it, along with a cover letter and the $204.00 filing fee, to the Delaware Department of State.