How to Set up a Corporation in the State of Delaware

We hope you’ve chosen the right type of Delaware corporation for your needs. When you choose to form one, we’ll let provide all the information you need to create your DE corporation.

Starting your Delaware S Corporation or C Corporation with Incfile is fast and easy. We’ll gather all the information we need from you and file it with the DE Division of Corporations. Here are the six steps you need to follow to form a corporation in Delaware.

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

The Benefits of Setting up a Corporation in Delaware

Briefly, the benefits of forming a Delaware corporation are:

• A Delaware S Corporation or C Corporation will protect your personal finances and assets by limiting your liability

• S Corporations can provide tax advantages for Delaware business owners by reducing the self employment tax you pay

• If you want limited options to buy, sell or transfer stock, a Delaware S Corporation gives you some options

• For more options to create, buy, sell or transfer stock (including publicly), a Delaware C Corporation is the option you need

If you don’t need the options for buying and selling stock, a Delaware LLC may be a better choice for your business. You can even have your LLC treated as an S Corporation for tax purposes to save you money.

Learn about starting a Delaware LLC.

How to Create a Corporation in the State of Delaware in Six Steps

1. Look up the Name of Your Proposed Delaware Corporation and Choose a Unique Business Name

Every DE business needs a unique name, including your corporation. You can carry out a Delaware business entity name search on the DE Division of Corporations website. The name of your Delaware S Corporation or C Corporation cannot be confusable with another business that’s been formed in Delaware. If you’re not forming your DE corporation right away, you can reserve the name with the Division of Corporations.

See if the name is available by searching for it on the Delaware Division of Corporations website.

Learn how to name your Delaware corporation.

2. Establish Street and Mailing Addresses for Your Delaware Corporation

A Delaware corporation must have a designated address. That could be your home address (if you’re running the company from your residence), where your office is located or any physical address of your preference. The address can be outside the state of Delaware and can be a P.O. Box.

3. Appoint a Registered Agent for Your Delaware Corporation

Every Delaware corporation must have a “Registered Agent” who receives official legal and tax correspondence and has responsibility for filing reports with the Delaware Division of Corporations. Your Registered Agent must have a physical street address in Delaware.

A Registered Agent position for a Delaware S Corporation or C Corporation can be filled in several ways.

This position can be carried out by you, another accountable person in the business or a dedicated Registered Agent service. Your DE Registered Agent must have a physical street address in Delaware and must be present to receive important documents for your company during business hours.

At Incfile, all of our packages include a Delaware Registered Agent service that is free for the first year and just $119 per year afterward. We also have a dashboard where you can log in and easily view any document your Registered Agent has received on your behalf.

Here at Incfile we always recommend using a proper Delaware Registered Agent service since they provide several benefits:

• Some people establish companies outside of the state they live in and will use a Registered Agent service to provide an address for receiving legal documentation in the state.

• The Registered Agent address is listed in public records on the DE Division of Corporations website. If you do not want your own name and Delaware address to be registered, you should use a Registered Agent service.

• The Registered Agent must be present or available during normal business hours (9 a.m. to 5 p.m. Monday to Friday) to receive any legal correspondence, since the type of documents delivered to the Registered Agent require a signature on delivery.

Learn more about Delaware Registered Agents.

4. Create Your Delaware Certificate of Incorporation

Once you've gathered all the information for your Delaware corporation, you’ll need to file a formal document with the DE Division of Corporations. This document is known as your “Certificate of Incorporation,” and filing the document creates your DE corporation. Here’s what the Certificate of Incorporation normally includes:

• The corporation’s name

• The corporation’s mailing address and street address

• The corporation's Registered Agent and their address

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

• The name and address of the incorporator

5. File Your Certificate of Incorporation With the Delaware Division of Corporations

Once your Certificate of Incorporation document is drafted, you can file it with the Delaware Division of Corporations. Filing your Certificate of Incorporation creates your Delaware corporation. You can do this online, mail in a form or have Incfile do it on your behalf.

6. Your DE Corporation Will Need to Meet Certain Legal and Compliance Requirements

Once your Delaware corporation has been created, you will need to get certain legal requirements in place. These include:

• File IRS Small Business Tax Election Form 2553 if you want your DE business to be treated as an S Corporation.

  • ​Any Delaware S Corporations formed through Incfile will also include a prepared Form 2553 that will be delivered with the state formation documents.

• Create and issue stock certificates to your shareholders.

• Apply for business licenses and permits. You may require licenses from the state of Delaware, your county, township and various industry or federal bodies.

• Get an Employer Identification Number (EIN).

• File for taxes with Delaware Department of Revenue.

• Get all formalities in place for employees, including unemployment, disability, payroll, insurance and taxes.

• Appoint a Board of Directors for the corporation.

• Appoint officers to the corporation.

• Get a corporate records book to capture all your important corporate information.

Useful Corporation Information From the State of Delaware

• Delaware Division of Corporations website

• General information from the Delaware Division of Corporations

• Checking name availability for your Delaware corporation

Special Types of Delaware Corporations  

A regular Delaware S Corporation or C Corporation is suitable for almost all business needs, but you also have a few other options to incorporate a special type of corporation.

Form a Professional Delaware S Corporation or C Corporation
Some Occupations Can Form a Professional DE Corporation

Some states, including Delaware, allow certain occupations to form “Professional Corporations.” These types of corporations may need special requirements and licensing. The DE Division of Corporations does not specify which professions can form professional corporations, but they do provide some examples:

“In addition, and by way of example without limiting the generality thereof, the personal services which come within this chapter are the personal services rendered by architects, certified or other public accountants, chiropodists, chiropractors, doctors of dentistry, doctors of medicine, optometrists, doctors of osteopathy, doctors of podiatric medicine, professional engineers, veterinarians, and, subject to the Rules of the Supreme Court, attorneys-at-law.”

You can find more information on professional corporations in Delaware here.

File as a Foreign Corporation to Operate in Another State

A “foreign” filing is when you have a regular, domestic corporation in a state (typically the one where you first formed your business) and need the company to be able to operate in another state. This is where you would file a “Foreign Qualification” to the new state for your domestic corporation to be able to operate in both states. You must have an existing domestic corporation before you can file as a foreign corporation.

Need to Set up a Delaware Corporation Quickly and Easily?

Incfile provides a cost-effective service to help you create your corporation. We guide you through the process and handle most of the administrative steps on your behalf, such as filing your Certificate of Incorporation. Our packages also provide a free Registered Agent service for the first year. If you're looking for assistance forming a corporation, we can help you start a DE S Corporation or C Corporation.

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