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 that includes a corporate designator such as 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation thereof. Search the Delaware Division of Corporations name database to confirm availability before filing.
15-30 minutes
Appoint a Delaware Registered Agent
Designate a registered agent with a physical street address in Delaware who is authorized to receive legal documents and official correspondence on behalf of the corporation. This is a legal requirement for all Delaware corporations.
15-30 minutes
Prepare and File the Certificate of Incorporation
Draft and file the Certificate of Incorporation with the Delaware Division of Corporations, including the corporate name, registered agent details, purpose, authorized share structure, and incorporator information. Filing can be completed online, by mail, or through a registered agent service.
1-2 hours
Pay the Filing Fee
Submit the required filing fee of at least $89 based on authorized share structure along with the Certificate of Incorporation. Select an expedited processing option if faster turnaround is needed.
10 minutes
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Create Corporate Bylaws — Draft internal corporate bylaws that govern the corporation's management structure, officer roles, board of directors procedures, shareholder meetings, and voting rights. Bylaws are not filed with the state but are essential for corporate governance.
- •Hold Organizational Meeting and Issue Stock — Conduct an initial board of directors meeting to adopt bylaws, appoint officers, authorize the issuance of stock, and handle other organizational matters. Issue stock certificates to initial shareholders as authorized in the Certificate of Incorporation.
- •Obtain EIN and Fulfill Licensing Requirements — Apply for a Federal Employer Identification Number (EIN) from the IRS, open a corporate bank account, and obtain any required federal, state, or local business licenses or permits applicable to your industry and operating location.
Advantages
- ✓Delaware's Court of Chancery provides a highly sophisticated, specialized business court with extensive corporate case law, offering predictability and legal clarity for corporate disputes.
- ✓Delaware law is extremely flexible and director/management-friendly, allowing significant customization of corporate governance structures and shareholder rights.
- ✓Widely recognized and preferred by venture capitalists, institutional investors, and public markets, making Delaware corporations ideal for fundraising, venture funding, and IPOs.
- ✓No state corporate income tax for corporations that are formed in Delaware but do not operate or earn income within the state, offering a potential tax advantage for out-of-state operations.
Considerations
- •Corporations incorporated in Delaware but operating in another state must foreign qualify in their home state and pay fees and taxes in both Delaware and the operating state, increasing administrative burden and cost.
- •Annual franchise taxes can be substantial for corporations with large numbers of authorized shares, potentially costing thousands of dollars annually if the Assumed Par Value Capital Method is not used.
- •Maintaining a Delaware registered agent incurs an ongoing annual cost, typically ranging from $50 to $300 or more per year depending on the service provider.
Annual Obligations
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