Why Form a Corporation in Delaware?

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Delaware Corporation Form and Filing Rules

When you’re forming a Delaware S Corporation or C Corporation, you will need to file certain forms and pay certain fees. Requirements can come from various bodies including the federal government, the DE Division of Corporations and elsewhere.

Below is a rundown of what you’ll need to do, together with information on the requirements for your Delaware corporation. Some of these forms you only need to submit once, while others must be filed on a regular basis.

We provide a paid service to take care of certain filings and forms for your Delaware corporation. Alternatively, you can choose to file these requirements yourself — make sure that you set calendar reminders.

Start Your S Corp with Incfile     Start Your C Corp with Incfile

File Your Delaware Certificate of Incorporation

The Certificate of Incorporation document is the formal paperwork that you file with the Delaware Division of Corporations to create your corporation.

Once the Certificate of Incorporation document is filed with the DE Division of Corporations, your business is legally formed as a Delaware corporation.

The Certificate of Incorporation typically includes:

  • The Delaware corporation’s name

  • The Delaware corporation’s mailing address and street address

  • The Delaware corporation's Registered Agent and their address

  • The Delaware corporation’s capital structure (number of shares to be issued, who owns them, pricing, etc.)

  • The name and address of the incorporator

When you start your business with us, we gather together all the information we need to create your Certificate of Incorporation. We then file that with the Delaware Division of Corporations on your behalf.

Get the Right Permits and Licenses for Your Delaware S Corp or C Corp

Depending on the type of Delaware corporation you’re running, you will need to obtain various business licenses and permits. These are not required to form your DE corporation, but you must have them to legally carry out business. It’s vital to understand the permits and licenses required for your business to operate in compliance in your jurisdiction.

A Local Business Permit or License From Your City

Various cities in Delaware have slightly different rules and fees for permits and licenses for corporations. Check with your local Delaware city administration to see what their rules are. You will need a separate permit or license for each city your Delaware corporation operates in.

County and State Licenses and Permits for Your Corporation

Depending on the type of business you are running, you may need to get additional permits and licenses from the county or state of Delaware. You can get an idea of the types of permits and licenses your S Corporation or C Corporation might need from the State of Delaware website.

Federal Licenses and Permits

Some corporations will need to get licenses and permits from the federal government and various national agencies. You can find a complete list on the U.S. Small Business Administration website.

Learn What Permits and Licenses Your Delaware Corporation Needs With Incfile

The types of permits and licenses you need depend on where you’re located, what your Delaware corporation does and several other factors. Because things can vary so much, we provide a complete research package that tells you the licenses and permits you’ll need.

Our service provides:

  • A comprehensive package of all the licenses, permits and tax registrations required for your business

  • The application forms to file with the appropriate licensing authorities

Your customized Business License Research Package will be emailed to you within two days of your Delaware Corporation being formed by the Delaware Division of Corporations

Get the Incfile Business License Research Package.

Other Special Requirements for Your Delaware S Corp or C Corp

Because you’re forming a corporation, there are certain other legal, regulatory and compliance areas you need to meet.

Your Delaware Corporation Must Have Certain Bylaws

Bylaws are the formal, internal rules that your Delaware corporation must follow to stay active. You will need to create and agree to bylaws in certain areas.

  • Defining your Delaware registered office and DE Registered Agent

  • Stating details of the Annual General Meeting (AGM) including date, place, time and other relevant information

  • Other details from the AGM including the order of business, notice, voting record, quorum, proxies, shareholder actions and more

  • Stating when a special shareholders’ meeting may be held and the circumstances that could lead to it

  • Details of stock certificates, ownership, issuing and transfer

  • Details of the Board of Directors including how they are elected and appointed, their number, the powers they have, how they can be removed, regular meetings and agendas, executive committees, remuneration and other areas

  • Details of the various officers in the corporation including how they are chosen and appointed

  • Designations of officers in the Delaware corporation including president, vice presidents, secretary, assistant secretaries and treasurer

  • Rules around dividends, declarations and reserves

  • Any other formalities the corporation believes need to be documented

Issue Stock to Corporation Shareholders

Ownership in a Delaware corporation is expressed through the issuance of shares. You must create stock certificates and formally issue stock to any agreed initial shareholders in the corporation.

A Board of Directors Must Be Appointed

You must appoint directors to all positions in line with the agreed Delaware corporation bylaws. The board of directors is responsible for the strategic direction and overall management of the corporation. The board selects officers who will manage the day-to-day activities of the corporation.

Assign Officers to the Corporation

Officers are the individuals who manage the Delaware corporation on a day-to-day basis. At minimum a DE corporation should have a president, secretary and treasurer. Theoretically, one person could hold more than one position.

Get a Corporate Records Book

Your Delaware corporation will need a book to record important information about the business.This book will include details like your Certificate of Incorporation, corporate bylaws, meeting minutes, AGM details, directors, officers, stock certificate information, transfer documents and more.

Recruit Employees

You may need to hire employees for your Delaware corporation. You will need:

  • An Employer Identification Number (EIN)

  • Worker’s Compensation Insurance

  • General Liability Insurance

Get an EIN through Incfile

Your Delaware Corporation Must Hold an Annual General Meeting

You must hold a yearly meeting that all directors, officers and shareholders of the DE corporation are invited to. The purpose of an AGM is generally to:

  • Discuss important information

  • Make strategic decisions

  • Understand opportunities, risks and issues

  • Vote on important resolutions and other matters

Delaware Corporation Tax Registration

You will need to register for certain taxes when you form your corporation. These include:

  • Federal income tax

  • Corporation tax (only for C Corporations)

  • Delaware state tax

  • Sales and Use Tax (there is no sales tax imposed by the Delaware for goods and services sold in the state)

  • Employment taxes

You can find details on the Delaware Department of Revenue and IRS websites.

Learn more about taxes for your Delaware corporation.

Your Delaware Corporation Will Need to File an Annual Franchise Tax  Report

In Delaware, S Corporations and C Corporations must file an annual Franchise Tax report with the Division of Corporations. Failure to file the report could result in late fees or your DE corporation being dissolved.

Learn about your ongoing Delaware corporation filing requirements and business filing deadlines with our helpful Delaware ongoing filing lookup tool.

Have Incfile file your report for you

Certificate of Good Standing for Your Delaware Corporation

You may need a Certificate of Good Standing for your Delaware corporation to carry out some business-related services like opening a bank account.

Get a Certificate of Good Standing through Incfile

Ready to Start Your Delaware Corporation?

Incfile provides a cost-effective service to help you create your Delaware corporation. We guide you through the process and handle most of the administrative steps, such as filing the necessary forms on your behalf.

Our basic package also provides a free Registered Agent service for the first year. If you're looking for help starting an S Corporation or C Corporation, our comprehensive services provide outstanding value.

Start Your S Corp with Incfile     Start Your C Corp with Incfile

Only $0 + State Fee To Launch Your Business

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What are the fees and requirements to form a business in Delaware?

Filing Time and Price

The state charges this amount to file a new business entity. This fee goes directly to the Secretary of State.

State Fee State Filing Time Expedited Filing Time
$109 15 Business Days 6 Business Days

Compliance Requirements

This report is mandatory and must be filed within the specified time frame in order for the entity to remain in good standing with the state. Failure to file this report can lead to the company being revoked or administratively dissolved.

Delaware Franchise Tax Report

Frequency:  Annually

Due Date:  June 1st

Filing Fee:  $300

Learn more about starting a business in Delaware

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