Delaware Incorporation

Forming a business in Delaware involves multiple steps and legal requirements. It is easy to get confused. The information below provides an overview of the main filings you will need to make adn the compliance requirements you must meet in order to form and maintain a business in Delaware.

How a Delaware Corporation is formed?

To form a Delaware corporation you must file a Certificate of Incorporation. This document is submitted to the Delaware Division of Corporations. There is a minimum filing fee of $89, although the total cost depends upon the amount of total capital you have authorized for your corporation. A Certificate of Incorporation must be filed either by mail, fax or in person. There is no online filing.

Filings are generally processed within three weeks, but expedite options are available ($100 Same Day and $50 24-Hour).

Each year a Delaware corporation must file an annual report and pay a Franchise Tax. The annual report filing fee is $50, and the Franchise Tax fee is based upon the amount and value of authorized corporate stock. The minimum Franchise Tax fee is $175.

How a Delaware LLC (Limited Liability Company) is formed?

To form a Delaware LLC you must file a Certificate of Formation. The Division of Corporations levies a $90 filing fee. You cannot form a Delaware LLC online. You must submit the form by mail, fax or in person.

Processing typically takes three weeks, but you can expedite the filing for a fee.

Delaware LLCs must pay a $300 annual tax, which is due each year by June 1. LLCs in Delaware do not file an annual report.

Delaware Registered Agent:

A Delaware registered agent must be appointed on your formation document when you form a new business. A registered agent maintains a physical office in the state and accepts service of process on behalf of your company. Legal documents and correspondence from the state will be delivered to your Delaware registered agent, who will then forward these documents on to you.

State law requires a registered agent be appointed for your business. You cannot form a business in Delaware without a registered agent.

Delaware Corporate Name Endings:

You should remember that, in Delaware, the name of your Corporation or Limited Liability Company must contain one of the following words: “association,” “corporation,” “club,” “company,” “foundation,” “incorporated,” “institute,” “fund,” “society,” “syndicate,” “union,” or “limited,” (or abbreviations thereof, with or without punctuation).