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Form a corporation in Delaware.

$49 + State Fee & 1st Year FREE Registered Agent

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Choosing a Corporation Name

Your new corporation’s name must be distinguishable from all other business entities registered or reserved with the Delaware Secretary of State. The name must include the word “association,” “company,” “corporation,” “club,” “foundation,” “fund,” “incorporated,” “institute,” “society,” “union,” “syndicate,” or “limited” (or an abbreviation thereof, with or without punctuation. Alternatively, it can include a word or its abbreviation of similar meaning in another language, provided it is written in Roman characters or letters.

Interestingly, the name requirements may be waived for corporations that certify that they have $10 million or more in total assets.

You can check name availability and reserve a name online for up to 30 days from the state filing office website for only $10

Articles of Incorporation

Delaware state law requires that the new Delaware corporation file articles of incorporation with the Secretary of State, including the following:

  • At least one incorporator must sign and file the articles of incorporation.
  • There must be at least one incorporator, either a natural person of legal age or a legal entity.
  • A brief statement of corporate purpose, or a statement that the corporation is organized to undertake any lawful business purpose.
  • The classes, number, and par value of shares that the corporation is authorized to issue.
  • The name and address of each incorporator and initial director.
  • The name and address of the initial registered agent.
  • Name and address of each director who will take office prior to the first annual meeting, if any.

Delaware has a complicated filing fee structure. The minimum filing fee is $74. This includes a minimum authorized shares tax of $15, a minimum county recording fee of $24, a flat receiving and indexing fee of $25, and a flat data fee of $10.

The county recording fee is $15 plus $9 per page. If your certificate is only one page (which is the standard length of the Delaware Certificate of Incorporation), you pay the minimum county recording fee of $24. If your certificate is more than one page long, plan to increase your county fee by $9 for each additional page

Delaware also permits optional provisions to be included in the certificate of incorporation for corporations wishing to specify additional criteria, including:

  • Any limitation on the duration of the corporation’s existence.
  • Any shareholder preemptive rights.
  • Limitations on the personal liability of directors to the corporation or its shareholders for money damages under certain circumstances.
  • The right of directors to amend or repeal bylaws.
  • The ability of shareholders to take action by written consent without a meeting.

Registered Agent and Office

Delaware corporations must have a registered in-state agent-a natural person who is a Delaware resident-who is designated to receive official correspondence from the state. The registered agent must have a business office that is the same as the registered office.

Many new corporations use one of the initial directors or officers as the registered agent and list the street address of the corporation for the registered office

Bylaws

A corporation is required to keep its bylaws available at its main office, but it is not required to file them with the state. The incorporators or board of directors should adopt the corporation’s bylaws at their first meeting, insuring that there is no conflict with the articles of incorporation or state law. They should also keep the bylaws updated as time goes on.

Bylaws set forth the corporation’s basic operating principles from both the managerial and legal perspectives, and should include, as a minimum:

  • The authority of directors, how many there are, and how long they serve
  • Officers’ duties and responsibilities and how long they serve
  • How major decisions are reached, with or without meetings
  • How, when, and where shareholders’ and directors’ meetings are held
  • How the corporation’s stock is issued
  • Requirements for publishing annual financial information to shareholders

Directors

Directors are not required by law to be stockholders, but the certificate of incorporation or the bylaws may set forth the requirement, as well as other requirements. Directors and officers will hold office until a successor is elected or they resign or are removed. A director or officer may resign at any time after giving written notice to the corporation.

The officers of a corporation oversee the day-to-day operations of the organization and carry out the strategic decisions made by the board of directors. Their titles and duties are stated in the bylaws and/or specified by the board, but they must be organized so as to be able to sign instruments and stock certificates that comply with state law. One of the officers will have the duty of recording the proceedings of stockholder and director meetings. An officer may hold more than one office simultaneously unless the certificate or bylaws state otherwise.

Requiment Reports

Each year, on or before March 1, a Delaware corporation must file a franchise tax report with the Delaware Secretary of State. This report must include the corporation’s registered name and office, names and addresses of the corporation’s directors and up to two officers.

There are two methods for calculating the annual franchise tax: (1) The Authorized Shares Method, which is based on the number of shares authorized in the Certificate of Incorporation, and (2) the Assumed Par Value method, which is based on the corporation’s total assets divided by the number of shares. The minimum franchise tax is $35.

Taxes

All corporations formed in the State of Delaware are required to file an Annual Report and to pay a franchise tax. Religious/charitable and non-stock corporations are exempt from the tax but must file an Annual Report. The Annual Report filing fee for all domestic corporations is $25.00. Taxes and Annual Reports are to be received no later than March 1st of each year. The minimum tax is $75, with a maximum amount of $165,000.

Learn more about incorporating in Delaware

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silver

$49

+ $89 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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Gold

$149

+ $89 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $89 (state fee)

everything from
silver & gold+

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Delaware Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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