Start a Corporation in Delaware
Use our free business tools below to complete your Delaware Certificate of Incorporation. This is the document you file directly with the Delaware Division of Corporations to form your corporation.
If you want more, hire us to form your corporation in Delaware for just $39 + state fees. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and more.
How to Start a Corporation in Delaware
A Delaware corporation is a legal entity that is separate from its owners (shareholders). Often formed to conduct business, corporations protect owner assets (house, cars, bank accounts) from being used to settle business debts or lawsuits. To start a corporation in Delaware, you must file a Certificate of Incorporation with the Delaware Division of Corporations. The process isn’t as straightforward as it could be so we’ll go over the laws and requirements you’ll need to meet to form your DE corporation.
Do you already have a corporation registered in another state or country? Then you may want to read our Delaware foreign qualification guide.
1. Name Your Corporation
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the Delaware DOC’s General Information Name Search and browse until you find the perfect name for your corporation.
Your name must include the word Association, Company, Corporation, Club, Foundation, Fund, Incorporated, Institute, Society, Union, Syndicate, or Limited, or an abbreviation. Tip: While Syndicate has a nice ring to it, most businesses go with something short and sweet like Corp. or Inc. The rules for naming your corporation are spelled out in Del. Code tit. 8 § 102.
The legal name of your corporation is the one shown on your Certificate of Incorporation. A DBA (doing business as) name, also known as a fictitious business name (FBN) or an assumed name, is any name other than your corporation’s legal name that your corporation uses to conduct business.
If you want to do business in Delaware under a DBA, you’ll need to file a Registration of Trade, Business & Fictitious Name Certificate with the Prothonotary’s office in your corporation’s home county.
Learn more about How to Get Delaware DBA.
No. Delaware DBAs last forever.
2. Designate a Registered Agent
Per DE Code § 132, every corporation must appoint and maintain a Delaware registered agent. You don’t need to hire a registered agent service, but if you do, make sure your registered agent will list their address on your Certificate wherever possible to ensure maximum privacy.
A registered agent in Delaware must fulfill certain duties in accordance with Del. Code tit. 8 § 132. At a minimum, your registered agent is required to:
- Have a physical address in the state of Delaware (not a P.O. Box)
- Maintain regular business hours
- Accept legal mail and communications from the Delaware Secretary of State on behalf of your business and forward them to you promptly
No matter who acts as your registered agent, they should be prompt in notifying you of any legal mail your business receives.
Yes, you can be your own registered agent in Delaware and pay $0 but there are several requirements that have to be met. A registered agent must be a Delaware resident or business entity with a physical address in Delaware where the registered agent will keep regular business hours and accept hand-delivered services of process (no P.O. Boxes).
Be aware, though, that if your business is sued and you are your own registered agent, the sheriff, deputy, or process server will be delivering the lawsuit to your home or place of business which can be distracting, if not flat-out embarrassing.
But if you’d like to save some money, you just need to live in Delaware and be willing to list your address and name on public documents. The state and court needs to be able to serve legal process and notices on your business in Delaware. That’s why a registered agent has to have a physical location actually in Delaware.
Unfortunately, you cannot list a registered agent address on your corporation’s annual report. This is in accordance to their recent amendment under section DE § 502(a)3. You can only use your registered agent’s address when you’re asked for your registered office.
Yes. Changing your registered agent is a straightforward process:
- You’ll file a change of agent form with the Delaware Secretary of State.
- If you place an order with us, the form will be available instantly. We’ll even pay and file the change of agent filing for you.
It’s a simple change, but for more info, see our guide on how to change your registered agent in Delaware.
3. Submit Certificate of Incorporation
Learn more about each Certificate of Incorporation requirement below.
The information you provide becomes part of the public record—permanently.
You’ll need to include the following information on your Certificate of Incorporation:
- Certification memo. If you submit by mail, Delaware recommends that you include a cover page, specifically their Certification Sheet. On this sheet, you can indicate the type of service requested (are you expediting?), as well as your desired return service and relevant contact information.
- Business name. Your name must include the word Association, Company, Corporation, Club, Foundation, Fund, Incorporated, Institute, Society, Union, Syndicate, or Limited, or an abbreviation.
- Registered office and agent. List the street address and name of your Delaware registered agent—this information will become part of the state’s permanent record. Your agent can be an individual Delaware resident (like you or another person associated with your corporation) or it can be a business that provides registered agent service (like Northwest).
- Purpose. While a purpose statement is required, Delaware has already provided a general purpose for you on the state form.
- Authorized shares and par value. List how many shares of stock you’re creating and their par value. Par value is the face value of your stock (the amount printed on stocks and bonds) and is typically the minimum price at which stocks can be traded. Keep in mind that the par value (or lack thereof) that you list can affect your filing fee and the amount of franchise tax your Delaware corporation is required to pay.
- Incorporator. Your incorporator is the person who submits your Delaware Certificate of Incorporation. A name and mailing address are required. Hire Northwest, and we’ll be your incorporator.
- Execution block. Execution block might sound scary, but it’s just Delaware’s way of indicating that a signature from your incorporator is required.
Note: Your business’ address is not required for your Certificate of Incorporation. But don’t get too excited about that privacy. You will have to put your principal address on your Annual Report.
It’s a fact that all the information provided in the Certificate of Incorporation will become part of the public record. When your personal information is accessible by anyone, it opens your business up to hassles like junk mail.
There’s two spots that have personal information, like an address: your registered agent information and your incorporator information. Luckily, both of these roles can be outsourced. For example, if you hire Northwest to form your company and act as your registered agent, it’s our information that goes on your Certificate of Incorporation.
You can file your Delaware paperwork online (via Document Upload), in person, or by mail. Online document uploads must be submitted during business hours (7:45 AM-11:59 PM EST weekdays, minus Fridays when filings close at 10:30 PM).
Mail and in person:
Division of Corporations
John G. Townsend Bldg.
401 Federal Street
Suite 4
Dover, DE 19901
Note: In person filings are by appointment only. Call (302) 739-3073 to schedule your appointment.
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4. Get an EIN
Your federal Employer Identification Number (commonly known as an EIN or FEIN) is similar to a Social Security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a Social Security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.
5. Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on Delaware corporate bylaws (including free Delaware corporate bylaws templates), see our Delaware corporate bylaws resource.
DE Code § 109 says that bylaws may be adopted, but the law doesn’t say that they must be. But bylaws aren’t any less important simply because you can legally avoid them. They’re an extremely valuable internal document that you should keep with your other corporate records, such as meeting minutes and resolutions.
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
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Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
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Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
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Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
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Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
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Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Delaware bylaws can make other provisions as well, assuming additions are in accordance with state law. But, some things are off limits. For example, DE Code § 109 states that, in regard to internal corporate claims, the bylaws may not impose liability on a stockholder for attorney fees, corporation expenses, or expenses of any other party.
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Delaware corporation.
We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
6. Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
You’re required to give a minimum of two days notice before holding the meeting. Attendees can, however, waive their required notice. The meeting doesn’t have to be held in Delaware.
7. Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills, and holding funds.
To open a corporate bank account in Delaware, you’ll need to bring the following with you to the bank:
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A copy of the Delaware corporation’s Certificate of Incorporation
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The corporation’s bylaws
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The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation.
At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
8. File Delaware Reports & Taxes
In Delaware, corporations file an annual report each year, along with a state franchise tax. In addition, the state has a corporate net income tax and a gross receipts tax.
The Delaware Annual Report and Franchise Tax is a combined filing you must submit each year. The annual report portion is fairly straightforward. You update information on directors, officers, and your business address.
Importantly, this is the first time you are giving your business’ principal address to the state. It must be the actual, physical address you conduct business out of, not a P.O. Box or your registered agent’s address.
The franchise tax portion is a bit more difficult, as you have to actually figure out how much tax you owe. The state offers two methods for calculating your total franchise tax. You’ll pay a minimum tax of $175 if you use the Authorized Shares Method or $400 if you use the Assumed Par Value Capital Method.
The maximum tax is $200,000 for most corporations. Don’t panic though—if you have fewer than 5,000 authorized shares (like most small corporations), you’ll typically pay just the $175 minimum.
At least $225. The annual report has a flat fee of $50, but you’ll also need to pay however much franchise tax is owed (minimum $175).
The filing is due March 1. Fail to file on time, and you’ll be hit with a $200 late fee plus 1.5% interest each month no report and/or franchise tax is filed.
These filings can be easy to forget—which is why we send our clients automatic reminders for your Delaware Annual Report and Franchise Tax filings.
Or better yet, let us file for you. With our business renewal service, we send you the completed annual report for you to add your tax information, then submit the report for you for $100 plus the state fee and whatever tax is owed.
In addition to the Delaware Annual Franchise Tax, there are other common taxes many corporations will pay. All C corporations engaging in business in Delaware have to pay the state’s corporate net income tax of 8.7%.
And while Delaware famously doesn’t have a state sales tax, don’t jump for joy just yet. Instead of a sales tax, Delaware has a gross receipts tax. Basically, instead of taxing the buyer, the state taxes the seller of goods (or provider of services). Current rates vary, but range from .0945% to .7468%.
Yes. Part of the appeal of a Delaware corporation is that Delaware’s tax structure can be pretty favorable to corporations (especially those formed in Delaware that don’t actually do business in Delaware). Delaware business tax advantages include:
- No taxes on intangible property
Delaware doesn’t have a personal property tax on intangible property (like trademarks or patents), making Delaware an ideal place for holding companies. - Not operating in Delaware? No state income tax
If you aren’t located in Delaware and don’t do business in the state, you don’t have to pay the state’s personal or corporate net income taxes. - No state sales tax
If you’re located outside the state, this may not mean much to you, but if your corporation makes significant purchases in Delaware, the lack of sales tax can be a great perk (if you make significant sales in the state, on the other hand, note that Delaware does have a gross receipts tax.) - No tax on stock shares for non-residents
Don’t reside in the state? You don’t have to pay Delaware taxes on stock shares of a Delaware corporation.
These tax advantages are why starting a corporation in Delaware is what many international business owners will do.
Yes. If you conduct business in Delaware, you’re required to register with the Delaware Department of Revenue. You can register via Delaware One Stop.
Ready to Start a Corporation in Delaware?
