How to Start a Corporation in Delaware
If you are interested in registering your business as a Delaware corporation, you will be glad to hear that the process you will have to follow is relatively simple.
The first step involves filing the Certificate of Incorporation with the Delaware Department of State, shortly followed by creating your corporate bylaws, and electing an individual to act as your initial director.
We’ll show you how to start a corporation in Delaware yourself.
Or simply use a professional service:
It's Easy to Incorporate in Delaware
Step 1: Name Your Delaware Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Certificate of Incorporation
Step 5: Get an EIN
For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your Delaware Corporation
Choosing a business name is the first step in starting a corporation.
1. Delaware naming guidelines:
- Your name must include one of the following words: association, company, corporation, club, foundation, fund, incorporated, institute, society, union, syndicate, or limited, or words (or their abbreviations).
- Your name cannot contain the words “bank” or “trust” unless you are authorized as a bank. Though it can be used in a context that doesn’t refer to banking business or is misleading.
- The name you select cannot imply or suggest that your corporation is affiliated with or sponsored by a government or state agency (e.g., FBI, gov, etc.).
- You are not allowed to include words or terms in your name that suggest your corporation is organized for reasons other than the purpose it is permitted for.
- Your corporation’s name must be available for you to use in the state of Delaware. Names that are registered, reserved, or used by foreign corporations are unavailable.
Read the Delaware state statute regarding corporation naming guidelines for more information.
2. Is my corporation name available in Delaware?
Your Delaware corporation name must be unique and distinguishable from other business names in Delaware. Use the Delaware Division of Corporations' Business Search Portal to determine if your desired business name is available.
3. Is the URL available?
Before registering your Delaware corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Step 2: Choose a Delaware Registered Agent
You must appoint a Delaware registered agent when registering your corporation with the Department of State.
A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Delaware registered agent as long as the person:
- is 18 years or older
- has a physical address in the state where business activity is conducted
- is available (in person) during normal business hours
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Step 3: Hold an Organizational Meeting
Before you officially file the Certificate of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:
- Fill out and execute the Certificate of Incorporation
- Create and approve bylaws
- Select your initial director(s)
- Determine your share structure
- Execute an Incorporator’s Statement
Create and Approve Corporate Bylaws
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
Appoint Initial Directors
You must appoint at least one director who will oversee your Delaware corporation until the first shareholder meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers.
Choose a Share Structure and Strategy
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
The sample Certificate of Incorporation form issued by the Delaware Department of State can only be used to start a corporation with one share class. If your corporation needs a multiple share class structure, you must compose your own Certificate of Incorporation in accordance with the Delaware state statutes.
Create and Execute an Incorporator’s Statement
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder’s meeting. It should be stored with the rest of your corporate records.
Step 4: File the Delaware Certificate of Incorporation
You will need to file the Delaware Certificate of Incorporation to set up a corporation in Delaware. You can file it online or by mail with the Delaware Department of State’s Division of Corporation.
The minimum filing cost is $89 plus $9 for each additional page. However, this fee can increase based on the amount of authorized stock your corporation plans to issue. You can calculate the total fee by using the Delaware Division of Corporations’ fee calculator. The Delaware state statutes contain more details about the Certificate of Incorporation filing fee.
This document will cover the basics of your corporation, including:
- Corporate name and address
- Corporate registered agent name and street address
- Number of authorized shares the corporation is allowed to issue
- Incorporator(s) name(s) and address(es)
The sample Certificate of Incorporation form issued by the Delaware Department of State can only be used to start a corporation with one share class. If your corporation needs a multiple share class structure, you must compose your own Certificate of Incorporation in accordance with the Delaware state statutes.
File the Delaware Certificate of Incorporation
Option 1: File Online With Delaware eCorp Business Services
File OnlineYou will need to download the pre-filled Certificate of Incorporation, sign it, and upload it for filing.
- OR -
Option 2: File the Certificate of Incorporation by Mail
Download FormFiling Cost: Starts at $89
Mailing Address:
Division of Corporations
John G. Townsend Building
401 Federal Street, Suite 4
Dover, DE 19901.
Note: Mailed forms must include a Filing Cover Sheet
Step 5: Get an EIN for Your Delaware Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:
- To open a bank account for the company
- For federal and state tax purposes
- To hire employees
Get an EIN
Option 1: Request an EIN from the IRS
- OR -
Option 2: Apply for an EIN by Mail or Fax
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Fee: Free
Subscribe to our YouTube channel
Running Your Corporation
It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.
Taxes, Annual Reports, & Licensing
Delaware State Corporation Tax Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
Delaware Sales Tax
Delaware does not impose a sales tax on goods and services sold by corporations.
Delaware Employer Taxes
If you hire employees, you will need to register for Delaware employer taxes through the Delaware Division of Unemployment Insurance website and the Delaware Office of Workers’ Compensation. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.
Delaware Corporation Licenses and Permits
To operate your corporation in Delaware, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Learn more in our Delaware Business License guide.
File the Delaware Annual Report and Franchise Tax
You must file the Delaware Annual Report and pay your Franchise Tax each year before March 1st. This must be done online. You will have to create an account on the Delaware Corporations Information System eCorp website.
Corporate Dissolution & Delaware Good Standing
How to Get a Delaware Certificate of Good Standing
A Certificate of Good Standing verifies that your Delaware corporation was legally formed and has been properly maintained.
To order a Certificate of Good Standing in Delaware, you must complete a request form online on Delaware’s eCorp website. Select “Document Upload” and then fill in the requested information on the form.
Request a Certificate of Good Standing
Request a Certificate From Delaware eCorp
Request OnlineFee: $50 for short forms; $175 for long forms
How to Dissolve a Corporation in Delaware
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are six main steps to close your Delaware corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
- File the appropriate Certificate of Dissolution with the Delaware Department of State (see options below)
- Close your federal and state business tax accounts with the IRS and the state of Delaware
- Notify the Delaware Division of Revenue about the dissolution
- Close your business bank accounts
File Dissolution Documents
There are six options for filing dissolution documents for a Delaware stock corporation:
- Dissolution
- Dissolution short form
- Dissolution before beginning of business
- Dissolution before beginning of business short form
- Dissolution before issuance of shares
- Dissolution before issuance of shares short form.
Delaware also has four different dissolution forms for non-stock corporations. The short form dissolution certificates have a filing fee of $10 while the filing fee for the other certificates is $204 plus $9 for each additional page.
Standard Dissolution Form
The standard corporation dissolution form in Delaware is the Certificate of Dissolution (Section 275). If your company already started doing business or issued any shares, you will need to use one of the standard forms.
Dissolution Short Form
If your corporation has already conducted business and issued shares — but has no assets, has only been required to pay the minimum tax amount each year, and has paid all its fees — you should use the Certificate of Dissolution Short Form (Sections 275 and 391).
Dissolution Before Beginning of Business
If your corporation has issued stock, but has yet to conduct business, then you should use the Certificate of Dissolution Before Beginning of Business (Section 274).
Dissolution Before Beginning of Business Short Form
If your corporation has issued stock, but has yet to conduct business and it has no assets, has only been required to pay the minimum tax amount each year, and has paid all its fees, you should use the Certificate of Dissolution Before Beginning of Business Short Form (Sections 274 and 391).
Dissolution Before Issuance of Shares
If your corporation has not yet issued any shares, you should use the Certificate of Dissolution Before Issuance of Shares (Section 274).
Dissolution Before Issuance of Shares Short Form
If your corporation has not yet issued any shares and it has no assets, has only been required to pay the minimum tax amount each year, and has paid all its fees, you should use the Certificate of Dissolution Before Issuance of Shares Short Form (Sections 274 and 391).
Is a Corporation Right For You?
An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.
Steps After Forming a Corporation
After forming a corporation, you’ll want to protect your personal and business assets and build credit.
Taking these steps will set your business up for success:
- Open a Business Bank Account
- Open a Business Credit Card
- Establish and Build Business Credit
- Get Insurance
- Protect Your Corporate Veil
Form a Corporation with Northwest for $29 Plus State Fees
Delaware Corporation FAQ
It will cost $89 (plus $9 for each additional page) to file your Certificate of Incorporation to the Delaware Department of State.
Other factors influencing the cost of filing for incorporation are the quantity of stock you plan to issue and the price of your professional registered agent service (assuming you work with one).
Our How Much Does a Registered Agent Cost article will give you a better idea of the true cost of starting a corporation.
LLCs are able to benefit from several advantages not available to corporations, such as avoiding double taxation, having less stringent operational requirements, and being more simple to run.
Having said that, if your business depends on early investment we recommend forming a corporation instead because a corporate structure is better suited towards private investors (e.g., stock, dividends, etc.).
See our What is a Corporation article for more information.
In Delaware, the standard processing time for incorporation filings is between three and five business days.
Expedited options are also offered at the following prices:
- Next day - $50-$100
- Same day - $100-$200
- Two hour - $500
- One hour - $1,000
See our How to Run a Corporation article for more information on what to do after getting started.
While perhaps less straightforward than establishing an LLC, it is still fairly easy to get your corporation started in Delaware.
In fact, there are only four main steps that need to be followed, including deciding upon an appropriate name, electing a registered agent, hosting an organizational meeting, and submitting your articles of corporation.
For a further comparison of the two business entities, see our LLC vs Corporation article.
For the most part, the process of starting an LLC is less time-consuming and simpler than the process for starting a corporation.
The same is also true for the management of both of these business entities, as LLCs are subject to fewer formal requirements and ongoing compliance obligations than corporations.