How to Form a Corporation in Delaware

Use our free guide below to learn how to form a corporation in Delaware:

1. Create a Name For Your Delaware Corporation
2. Choose a Delaware Registered Agent
3. Choose Your Delaware Corporation’s Initial Directors
4. File a Delaware Certificate of Incorporation
5. Get an EIN

Or, use a professional service:

Firstbase.io

Forming a Delaware Corporation Is Easy

Delaware stands out as a top choice for incorporation, thanks to its business-friendly laws, specialized court system, and favorable tax policies. These benefits, along with strong privacy protections, have made it the legal home for many Fortune 500 companies and countless startups.

Forming your own Delaware corporation (C corp) is straightforward—simply file the Certificate of Incorporation with the Department of State. In the guide below, we’ll show you step-by-step how to start a corporation in Delaware.  

Step 1: Create a Name For Your Delaware Corporation

When naming your Delaware corporation, you will need to:

• Follow Delaware Name Requirements
• Complete a Name Search With the Delaware Department of State
• Consider Securing a Domain Name (URL)

To learn more, read our How to Name a Business in Delaware guide.

Name Requirements

First, you will need to choose a name that complies with the Delaware Department of State’s naming guidelines:

• Your name must include one of the following words (or their abbreviations):
  • Association, company, corporation, club, foundation, fund, incorporated, institute, society, union, syndicate, or limited, or words (or their abbreviations) of similar meaning in other countries or jurisdictions (as long as they are written with roman characters or letters).
• Your name must be distinguishable from any existing business in the state.
• Your name cannot contain the words “bank” (or any variation) or “trust” unless the company is authorized as a bank. However, the word “bank” (or any variation) can be used in a context that clearly doesn’t refer to a banking business or mislead the public about the nature of the business. An example of acceptable use would be Bank Shot Basketball Inc.

You can read the Delaware state statute that covers corporation naming guidelines for more information.

Name Search With the Delaware Department of State

You will need to check name availability by searching the business name database on the Delaware Department of State’s website.

This tool is also useful if you decide to register a trade name or DBA (Doing Business As) for your company. For detailed information about setting up a DBA for your Delaware corporation, check out our How to File a DBA in Delaware guide.

Name Reservation

If you have a name in mind, but you aren’t ready to officially form your corporation, you can reserve your name. Your business name can be reserved for 120 days by filing an Application for Reservation of a Corporate Name with the Delaware Department of State.

The Application for Reservation of a Corporate Name form can be filed online on the Delaware Department of State’s website or you can file the form by mail. There is a $75 fee to file your Delaware Name Reservation.

Secure Domain Name

We recommend checking to see if your business name is available as a web domain (URL). Even if you don’t plan to make a business website today, you may want to buy the web address in order to prevent others from acquiring it. It’s free to search.

Step 2: Choose a Delaware Registered Agent

When you file your Certificate of Incorporation, you will be asked to give the name of your Delaware registered agent.

A registered agent is a person or entity that accepts tax documents and service of process on behalf of your LLC or corporation.

You can be your own registered agent, or your registered agent can be another individual, business entity, or professional registered agent service. A registered agent must:

• be 18 years or older
• have a physical street address in the state where business activity is conducted
• always be available (in person) during normal business hours

Step 3: Choose Your Corporation’s Initial Directors

You must appoint at least one director who, among other things, will oversee your Delaware corporation until the first shareholder meeting.

The directors of a corporation are in charge of the adoption, amendment, and repeal of the operational bylaws as well as the supervision, election, and removal of officers.

Later you will need to prepare an “Incorporator Statement” with complete names and addresses of each director and keep it in your corporate records book.

Step 4: File the Delaware Certificate of Incorporation

Now that you have chosen a registered agent and at least one director, it’s time to make your corporation official by filing the Delaware Certificate of Incorporation with the Department of State.

The Certificate of Incorporation will disclose some basics of your business for the public record, including:

• Corporate name and address
• Corporate registered agent name and street address
• Number of authorized shares corporation is allowed to issue
• Incorporators’ names and addresses

Filing Fee: $109

Filing Options

Submit the completed Certificate of Incorporation, along with the filing fee, using one of two options:

Mail:
Delaware Division of Corporations
John G. Townsend Building
401 Federal Street, Suite 4
Dover, DE 19901

Online: Delaware One Stop

Step 5: Get an EIN

The Employer Identification Number (EIN), or Federal Tax Identification Number, is used to identify a business entity. It is essentially a social security number for the company.

An EIN is required for the following:

• To open a business bank account for the company
• For Federal and State tax purposes
• To hire employees for the company

An EIN is obtained from the IRS (free of charge) by the business owner after forming the company. This can be done online or by mail.

Delaware Corporation Operating Procedures and Housekeeping

Set Up a Corporate Records Book

Think of this as the hard-copy record book where all critical corporate documents are kept, like your Certificate of Incorporation, bylaws, meeting minutes, stock certificate ledger, stock transfer documents, etc.

You should keep the corporate records book at your principal location. Corporate records book kits can be purchased online, or you can use a large generic binder to store your records.

Prepare Bylaws for Your Delaware Corporation

Corporate bylaws are the rules that determine how your organization will be governed and run.

You can think about the bylaws as a constitution for your corporation. It makes the rules and priorities clear for everyone involved.

When you create corporate bylaws, be sure to include:

• How the corporation will be governed – the role of directors and officers
• How meetings are held, voting procedures, electing officers or directors
• How records will be kept and managed
• How disputes will be handled
• How bylaws will be added/amended in the future

NOTE: A corporation’s bylaws will supplement any rules set forth by the federal government or the state.

Ready to get started? Check out these bylaws templates which you can customize to suit the needs of your incorporated business.

Conduct Your First Board of Directors Meeting

An organizational meeting is the first official meeting of your corporation.

These are some of the things that are discussed in a typical organizational meeting:

• Taking attendance to show you have a quorum (minimum number needed)
• Appointing temporary officers, chairmen, secretary, etc.
• Adoption of the bylaws
• Adoption of conflict of interest policy

Don’t forget to record “minutes” of the meeting and have it signed by all attending directors. Here are some corporate minutes templates to help you get the ball rolling.

Protect Your Assets and Stay Compliant

In order to protect your assets and stay compliant after you start your Delaware corporation, you will need to do the following:

File an Annual Report and Pay Delaware’s Franchise Tax

Each year by March 1st, you must submit the Delaware Annual Report ($50) and pay the Franchise Tax (starting at $175) online. To complete this, you’ll need to create an account on the Delaware Corporations Information System (eCorp) website.

It’s also important to note that if the report isn’t filed and the required franchise taxes remain unpaid, a $200 penalty will apply, along with 1.5% monthly interest on the unpaid tax balance and penalty.

Select a Bank For Your Delaware Corporation

There are two critical reasons to open a unique corporate bank account.

The first is that separating your personal assets from your business assets adds another layer of protection in the event that your company is sued.

The second is that syncing a single account with business accounting software will make managing your finances much easier.

Establish and Build Your Business Credit Score

Building business credit involves a number of factors, including establishing your business’s fundability, getting listed with the most important business credit agencies, and establishing credit lines while keeping them in good standing to build your score.

A good business credit score can help with many things, including credit cards that are issued in your business’s name instead of depending on your personal credit score, better interest rates on loans, higher lines of credit, and more.

All of these factors help protect your personal assets by making your business the entity responsible for the liability instead of yourself.

Get Insurance for Your Delaware Corporation

The next step is to protect your corporation by getting business insurance. Depending on the type of corporation you’re operating, your insurance requirements and needs may vary.

Business insurance protects your corporation’s assets from losses that can happen naturally while doing business, such as property damage or lawsuits.

Research Business License Requirements

To conduct business, you must comply with federal, state, and local government regulations. The details of business licenses and permits vary from state to state, so make sure to research carefully and plan accordingly.

Find out how to obtain necessary licenses and permits for your business or have a professional business licensing service do it for you:

• Federal: Use the U.S. Small Business Administration (SBA) guide.
• State: Use the Delaware’s One Stop website.
• Local: Contact your local county clerk and ask about local licenses and permits.

What Is an S Corporation?

An S Corporation (S corp) is an incorporated business that is taxed as a pass-through entity. This means that S corporations do not pay federal taxes on their business income. Instead, the business profits “pass-through” to the owners of the S corp, who are also known as shareholders. Then, the shareholders pay income tax and report their share of the profits in the form of salaries on their individual tax returns, which are then taxed.

In order to elect an S corp status for tax purposes, corporations will need to file form 2553 Election by a Small Business Corporation. The form must be signed by all shareholders and must be filed within two months and 15 days after the start of the initial tax year.

Delaware Business Resources

Forms for Delaware Corporations

Delaware eCorp Business Services

Delaware One Stop Business Licensing and Registration Portal

Delaware Business FAQ

Form an LLC in Delaware

Get a Delaware DBA