Form a Delaware Corporation

Go to the Division of Corporations search tool. Enter your desired corporate name to check availability. The name must be distinguishable from other registered entities in Delaware.

Your name must include a corporate ending or suffix such as "Corporation", "Incorporated", "Company", or their abbreviations (Corp., Inc., Co.).

Every corporation in Delaware is required to have a registered agent. A registered agent is a person or entity authorized to receive service of process and official state mail on behalf of your company.

Your registered agent must have a physical street address in Delaware (P.O. boxes are not allowed) and be available during regular business hours. You can act as your own agent if you reside in the state, or hire a professional service.

Before filing your official formation documents, you should hold an organizational meeting. During this meeting, the incorporator(s) will elect the initial Board of Directors, adopt initial corporate bylaws, and prepare to authorize stock.

You must document these actions in organizational meeting minutes. These minutes are kept internally with your corporate records.

To officially register your corporation, you must file the Certificate of Incorporation with the Division of Corporations.

The filing fee is $110. Since Delaware supports online filing, the fastest method is to submit the documents digitally through the state's portal. Payment is typically made via credit card.

You must specify the name of the corporation, the registered agent, and the number of authorized stock shares you plan to issue.

Corporate Bylaws are a legally binding internal document that governs how the corporation is run. They outline the roles of directors and officers, how meetings are called, voting procedures, and stock transfer rules.

Although Delaware does not require you to file the bylaws with the state, they are required by law for corporations. Having clear bylaws is essential for resolving internal disputes and opening a corporate bank account.

An EIN is a federal tax ID issued by the IRS, similar to a Social Security number for your business. You will need it to hire employees, open a business bank account, and file federal corporate taxes.

You can apply online for free on the IRS website. The application takes only a few minutes, and the EIN is issued immediately upon completion.

Once your corporation is approved and you have an EIN, you should open a dedicated corporate checking account. Take your approved Certificate of Incorporation, EIN confirmation letter, and signed Bylaws/Board minutes to the bank.

Keeping your personal and business finances strictly separated is critical to preserving the corporate personal liability shield.

Corporations must issue stock to shareholders. This represents ownership in the company. The Board of Directors will authorize the issuance of stock certificates in exchange for capital contributions (cash, property, or services).

You must document all stock issuances in a stock ledger and issue stock certificates to each shareholder. Keep this ledger updated as ownership changes.

Depending on your business activities, you must register for state taxes. In Delaware, corporations are subject to state corporate income tax or franchise tax.

If you sell tangible goods, you will likely need to register for sales tax. If you hire employees, you must register for state withholding and unemployment taxes.

Delaware has no sales tax. LLCs pay a $300 annual franchise tax. Corporations pay a franchise tax starting at $175 (minimum) calculated using Authorized Shares or Assumed Par Value Capital Method. No income tax on businesses operating outside Delaware.