Guide to Forming a Corporation in Delaware

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Updated December 20, 2022

Should you form your corporation in Delaware? We’ve collected the relevant information that will help you make this decision.

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Pros

  • Long history of corporate law and established rules

  • Law favorable to business owners

  • Minimal disclosure of owners

Cons

  • Extra administration and expense to form in Delaware and operate in your home state

  • Have to hire a registered agent in Delaware (we can help).

  • High state corporate income tax rate

Cost of doing business

  • $89 filing fee / $225 annual statement

  • 8.7% corporate tax rate

Privacy

  • Minimal disclosure of owners to public

Forming your corporation in Delaware

The name Your official name for your corporation will need to end with one of the following signifiers (or a relevant abbreviation): “incorporated”, “Company”, or “corporation.” In addition, it is required that the name of your business is not intentionally misleading to consumers, for any reason. Your company’s new name must also be completely unique, and not deceptively similar to any other organizations name or trademarks. There are also some naming restrictions placed on certain financial institutions. Do a FREE name search now.

  • Ownership

    You will need to form an official board of directors when incorporating in Delaware.

  • Required number of directors

    Delaware corporations must have at least one director listed in their incorporation documents.

  • Age restrictions

    Directors of corporations located in Delaware can be of any age.

  • Residence restrictions

    There are no residence restrictions imposed on the directors of C corporations in Delaware. However, S corporations are only allowed to have directors located in the United States.

  • What information needs to be included in the articles of incorporation?

    Delaware does not require the names or addresses of directors to be disclosed in incorporation documents.

Requirements for the articles of incorporation

The articles of incorporation is a document that must be filed to form your corporation in Delaware. It must include:

Stock information Delaware requires the number of initial shares outstanding and their par value, to be disclosed during the incorporation process. The number of outstanding shares does not affect initial state filing fees.

Officer information The state of Delaware does not require officer information to be disclosed during the filing process.

Registered agent information All Delaware corporations must have a registered agent on file and submit their name and Delaware physical name and address (which cannot be a P.O. Box). This agent will be required to be accessible during standard business hours and acts as the state’s point of contact with the company. Learn more about Delaware registered agents.

Additional Delaware filing requirements

Professional practice Professional service companies are permitted to form as PCs, or professional corporations in Delaware.

Corporate record keeping requirements

Corporations are required to keep formal documentation regarding several of their operations including:

  • A copy of the certificate of incorporation, bylaws, and their amendments

  • Records that detail the owners of all outstanding stock shares

  • Meeting minutes for all shareholder and director meetings.

  • A copy of all accounting materials, and records of account.

Delaware corporation taxation and fee requirements

There are several tax and fee requirements that must be addressed by corporations in Delaware. They are as follows:

Taxation Delaware corporations are generally taxed at 8.7% of the income derived from sales in Delaware. For more information regarding taxes in Delaware, it is advised that you visit the state’s official business related website. 

Annual report requirements Corporations in Delaware are required to an Annual Franchise Tax Report before March 1st each year. There is a $50 fee for filing this document, and the tax associated with it increases when there is a larger number of outstanding shares issued.

Tax identification numbers Delaware requires an EIN (Employer Identification Number) for all corporations that will have employees, and most banks will require one to open accounts. Delaware does not require corporations to obtain state tax ID numbers.

Business license requirements

The business licenses and permits required in Delaware vary wildly depending on the county or municipality where your new corporation is located. If you would like to see more in-depth information on licenses and permits, please feel free to visit the content in our learning library that covers business licenses and permits.

Need a Delaware LLC instead? Click here.

Originally published on December 20, 2022, and last edited on December 20, 2022.

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