Form a Corporation in Delaware
Everything you need to know about forming a Corporation in Delaware. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name for your corporation that includes a required designator such as 'Corporation,' 'Incorporated,' 'Company,' 'Limited,' or an abbreviation thereof. Search the Delaware Division of Corporations name database to confirm availability before filing.
30 minutes
Appoint a Delaware Registered Agent
Designate a registered agent with a physical street address in Delaware who is authorized to receive legal and official documents on behalf of the corporation. The registered agent must be available during normal business hours.
1-2 hours
Draft and File the Certificate of Incorporation
Prepare the Certificate of Incorporation, which must include the corporation's name, registered agent details, total number of authorized shares, and the incorporator's name and address. File the certificate with the Delaware Division of Corporations online, by mail, or in person.
1-2 hours
Pay the Required Filing Fee
Submit the appropriate filing fee with your Certificate of Incorporation; the minimum fee is $89 for up to 1,500 authorized shares. Additional fees apply if you request expedited processing or if your authorized share structure exceeds the base threshold.
15 minutes
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Create Corporate Bylaws — Draft corporate bylaws that govern the internal management, structure, and operations of the corporation, including rules for board meetings, shareholder rights, officer roles, and voting procedures. While not filed with the state, bylaws are legally essential and should be adopted at the organizational meeting.
- •Hold an Organizational Meeting and Issue Stock — Convene the initial board of directors meeting to adopt bylaws, appoint officers, authorize the issuance of shares, and attend to other organizational matters. Issue stock certificates to initial shareholders in accordance with the authorized share structure.
- •Obtain EIN and Fulfill Tax and Licensing Requirements — Apply for a federal Employer Identification Number (EIN) from the IRS, open a corporate bank account, and obtain any required state or local business licenses or permits. If operating in states other than Delaware, register as a foreign corporation in those states as required.
Advantages
- ✓Delaware's Court of Chancery provides a highly specialized, experienced, and predictable legal system for corporate disputes, making it the preferred jurisdiction for investors and venture capital firms.
- ✓Delaware law offers significant flexibility in corporate governance, allowing corporations to customize shareholder rights, director authority, and internal structures through the certificate of incorporation and bylaws.
- ✓No Delaware state corporate income tax is imposed on corporations that are formed in Delaware but do not operate or earn income within the state, making it attractive for companies based elsewhere.
- ✓Delaware corporations enjoy strong credibility and recognition among investors, lenders, and financial institutions, which can facilitate raising capital and going public on national stock exchanges.
Considerations
- •Corporations formed in Delaware but operating in another state must also register as a foreign corporation in their home state, resulting in duplicate registration fees, registered agent costs, and compliance obligations.
- •The Delaware franchise tax can become substantial for corporations with a large number of authorized shares under the Authorized Shares Method, potentially resulting in thousands of dollars in annual tax for startups that over-authorize shares.
- •Maintaining a Delaware corporation requires ongoing costs including a registered agent fee (typically $50–$300/year), annual report fees, franchise taxes, and legal compliance, which may be burdensome for small businesses with simple structures.
Annual Obligations
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