Delaware Incorporation Services
To start a corporation in Delaware, you must file a Certificate of Incorporation with the Delaware Division of Corporations. You can file the document online or by mail. The Certificate of Incorporation costs a minimum of $89 to file. Once filed with the state, this document formally creates your Delaware corporation. However, to actually ready the corporation to do business, you must complete several additional steps.
Starting a Delaware Corporation Guide:
- Choose your Delaware corporation filing option
- Submit the DE Certificate of Incorporation
- Create Delaware corporate bylaws
- Get a Federal EIN from the IRS
- Open a corporate bank account
- Obtain any required business licenses
- File the Delaware Annual Report Franchise Tax
- Pay taxes on the corporation’s income
Delaware Corporation Filing Options
Free PDF Download
Delaware Certificate of Incorporation free download. When you're done filling out the form, submit it to your state.
Do It Yourself Online
Our free account and tools will walk you through starting and maintaining a Delaware corporation. All for free.
5 Day Delaware Corporation
Includes registered agent service, bylaws & more.$314 Total
Delaware Certificate of Incorporation Requirements
To form a Delaware corporation, you must complete and file the Certificate of Incorporation with the Division of Corporations. See the document below and click on any number to see what information is required in the corresponding section.
Your name must include “Association,” “Company,” “Corporation,” “Club,” “Foundation,” “Fund,” “Incorporated,” “Institute,” “Society,” “Union,” “Syndicate,” “Limited,” or an abbreviation for one of these words. Tip: While “Syndicate” has a nice ring to it, most businesses go with something short and sweet like “Corp” or “Inc.”
This Delaware street address will become part of the permanent public record of your corporation. Tip: Hire Northwest and our address will go here.
This can be a business that provides registered agent service (but not your corporation) or an individual Delaware resident. Tip: We recommend Northwest Registered Agent.
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. Tip: 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.
Your incorporator is the person who signs and submits your Delaware Certificate of Incorporation. It doesn’t have to be a director, officer or anyone in your corporation. Tip: We’ll be your incorporator when you hire Northwest.
How much does it cost to start a Delaware corporation?
The minimum fee for filing a Delaware Certificate of Incorporation is $89. The fee increases if you have more than $75K in par value. (If you have a stock company with no par value, the fee increases if you have more than 1,500 shares of stock.) Also, if your Certificate has more than one page, you’ll pay $9 for each additional page. There’s a $50 fee for 24-hour expediting.
Hire Northwest and your total, out-the-door cost is $314 ($364 expedited). That includes state filing fees, registered agent service, essential corporate forms—and a hassle-free experience.
How long does it take to start a Delaware corporation?
The state doesn’t offer individuals online filing options for corporations. However, Northwest is one of only a few companies that has online filing access with the Division of Corporations. Online filings take just a day or two.
For individual filers, fax will be your fastest method. In 4-5 days, the state will send you a stamped copy of your approved Certificate. Have some time to kill? Mail your filing to the Division of Corporations yourself. With the mail time and the processing time, you can expect to receive your approval in 7-10 days.
If you hire Northwest to start your corporation, we file online and typically have your expedited Delaware corporation formed within 24 hours.
Why do so many businesses incorporate in Delaware?
Delaware is often considered one of the best places to form a business, not just in the US but worldwide. The numbers don’t lie. The Delaware Division of Corporations notes that over 65% of Fortune 500 companies are homed in the tiny state of Delaware. Over a million business entities have their legal home in Delaware. There are literally more business entities in Delaware than people.
So what’s so special about Delaware? In addition to favorable tax laws, Delaware has something truly unique that attracts businesses: the Court of Chancery. This is a non-jury court that has dealt primarily with business law for over 200 years. Because the court has judges who are experts on corporate law (instead of juries) and a long history of court rulings that provide precedence and guidance, it has become one of the world’s leading courts for settling corporate disputes.
The corporate laws in Delaware make the Court of Chancery even more favorable. For example, the Delaware General Corporation Law has led to what is commonly called the “business judgment rule,” which is a presumption that a board of directors is working in good faith for the fiduciary benefit of the corporation. This rule is important because a board of directors needs to be able to take risks without fear of lawsuits. A lawsuit in response to a board’s decision would have to prove gross negligence with evidence that the board wasn’t working in good faith. These kinds of laws help corporations feel comfortable taking calculated risks—which are essential for the growth of any business.
There’s plenty of other beneficial Delaware business legislation as well. The Delaware Rapid Arbitration Act helps speed up arbitration processes, ensuring cases don’t drag out and waste excessive time and money. The approval of “exclusive forum” clauses in 2015 also means businesses can designate Delaware as the forum where any internal corporate cases must be settled. These are just a few examples of elements that create a favorable business climate and make Delaware one of the most corporate-friendly states in the US.
Does a Delaware corporation need a registered agent?
Yes, you must list a Delaware registered agent on your Certificate of Incorporation. If you reside in Delaware, you can list yourself as your own registered agent—although you’d have to include your name and the street address where you’d be available during business hours. And, this information would become part of the permanent public record of your corporation. If you’re registering your business in Delaware but live elsewhere (like the majority of Fortune 500 companies), you won’t be able to be your own registered agent.
Many corporations in Delaware hire us to be their registered agent. They list our registered office throughout their Certificate of Incorporation. This way, as their corporation grows and changes, they don’t have to worry about updating addresses or shooing away unwanted visitors at their home or office. We also accept, scan and send any legal notifications the same day, so corporations can stay on top of their businesses from anywhere.
Create Bylaws for Your Delaware Corporation
Do I need bylaws?
You’ll absolutely need bylaws for your Delaware corporation. While there aren’t any filing requirements for your bylaws, this is because your bylaws are a private, internal document—and one of the most crucial internal documents of your corporation.
Why are corporate bylaws important?
Why are bylaws so important? 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. At the start of your business, you’ll have to figure out who will be on the board of directors—not to mention how long they’ll stay, how many members are needed to pass resolutions, and how to replace members when they leave. You’ll have to choose what kinds of shares your corporation will have, and which shares will have voting rights. You’ll also have decide how to elect officers and what their roles will be in you business. Essentially, all the major organizational decisions for your corporation will go in your bylaws. You’ll also almost certainly need your bylaws to open a corporate bank account. Potential investors, lenders, and partners will be eager to see your bylaws too.
How do I begin writing bylaws?
It may be tempting to just throw something together—but these are decisions that deserve careful consideration. That’s why Northwest gives 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 also give you other free corporate forms, like resolutions and meeting minute templates. Paperwork is one of the annoying parts of starting and maintaining a business—but it’s also incredibly important. Let us help you start out on the right foot. Check out the free corporate forms we provide to help corporations form and maintain their businesses.
Get an EIN for Your Delaware Corporation
Do I have to get a tax ID number (EIN)?
Yes—not only does the IRS require corporations to have an EIN for federal tax filings, but if you have to get a Delaware business license, you’ll need an EIN to complete your application. You can get your EIN directly from the IRS for no fee. Or, skip the application and hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up with Northwest.
Open a Bank Account for Your Delaware Corporation
To open a corporate bank account, you will need to bring the following to the bank:
- A copy of the Delaware corporation’s Certificate of Incorporation
- The Delaware corporation’s bylaws
- The Delaware 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 that states that the person going to the bank is authorized by the business to open the account in the name of the corporation.
We recommend calling your bank ahead of time before going in and asking what their requirements are. Most banks don’t open corporate accounts nearly as frequently as personal accounts, so some bankers may be unfamiliar with their own bank’s requirements. As frustrating as that may be for you, calling ahead will help save you from being super annoyed when you walk into the bank.
Obtain a Business License
Does a Delaware corporation need a business license?
You won’t need a license if don’t have any physical presence in the state and don’t engage in any business there.
If you do plan to conduct any operations or do any business in the State of Delaware, you must get a business license from the Division of Revenue. You can apply for an annual business license online with Delaware’s One Stop Business Registration and Licensing portal. You’ll need your EIN to complete the application. The majority of licenses cost $75, but fees vary depending on business activities.
Depending on where you do business in Delaware, you may need local licenses as well. For example, the City of Wilmington requires businesses to have a city business license in addition to the state license.
File Delaware Corporation Reports
What is a Delaware Annual Report?
Your Delaware Annual Report is a form you submit by March 1st each year to confirm or update information about your corporation—specifically the corporation’s street address, and the names and contact info for all your directors (and at least one officer). The report must be filed online and has a $50 filing fee.
Sounds simple enough, right? It would be if the form weren’t combined with the Delaware Annual Franchise Tax.
What is the Delaware Annual Franchise Tax?
Together with your Annual Report, you’re required to pay your Delaware Annual Franchise Tax fee each year. This is a tax that applies to both C and S corporations. Just figuring out what you have to pay for your franchise tax can be a bit of a headache. There are two different Delaware Franchise Tax calculation methods, each with a different minimum 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 pay just the $175 minimum.
What if you file late? There’s a late penalty of $200 AND 1.5% interest per month, which can really add up, especially if your franchise tax obligation is pretty significant. Northwest will help you avoid these annoying late fees. We’ll send you reminder notifications when you hire us as your registered agent. Or, cross this report off your “to do” list entirely and hire Northwest to file your report for you each year.
How much does a corporation in Delaware cost each year?
At least $225. The Delaware Division of Corporations charges a $50 filing fee for your corporation’s mandatory Annual Report. There’s also an Annual Franchise Tax with a minimum of $175.
Note: Even if you don’t actually operate your business in the state, you’re still required to file the Annual Report and Annual Franchise Tax.
Pay Corporate Taxes
What are the taxes for a Delaware corporation?
In addition to the Delaware Annual Franchise Tax (described in the previous section), there are other common taxes many corporations will pay. Does your C corporation engage in business in Delaware? You’ll have to file state corporate net income taxes. The Delaware corporate net income tax rate is a flat 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). Rates vary but range from .1037% to 2.0736%.
Are there Delaware tax advantages for corporations?
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:
1. 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.
2. 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.
3. 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).
4. 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.