Delaware Incorporation Guidelines
CORPORATE NAME The corporate name must contain one of the following: association, company, corporation, club, foundation, fund, incorporated, institute, society, union, syndicate, limited or abbreviation thereof, with or without punctuation, or words or abbreviations thereof, with or without punctuation, of like import of foreign countries or jurisdictions provided they are written in roman characters or letters. The corporate name shall not contain the word “bank”, or any variation thereof, except for the name of a bank reporting to and under the supervision of the State Bank Commissioner of the State of Delaware, or a subsidiary of a bank or savings association (as those terms are defined in the Federal Deposit Insurance Act, as amended, at 12 U.S.C. §1813), or a corporation regulated under the Bank Holding Company Act of 1956, as amended,12 U.S.C. §1841 et seq., or the Home Owners’ Loan Act, as amended, 12 U.S.C. §1461 et seq., provided however, that it shall not be construed to prevent the use of the word “bank”, or any variation thereof, in the context clearly not purporting to refer to a banking business or otherwise likely to mislead the public about the nature of the business of the corporation or lead to a pattern and practice of abuse that might cause harm to the interests of the public or the State as determined by the Division of Corporations in the Department of State. A corporate name found to be available may be administratively reserved with the Secretary of State for a 30 day period - there is no filing fee.
PURPOSES CLAUSE It is acceptable to state, either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Delaware General Corporation Law.”
AUTHORIZED SHARES AND MINIMUM PAID IN CAPITAL The maximum number of shares for the minimum organization tax is $75,000 of par value shares or 1500 without par shares. There is no minimum amount of paid in capital required to commence business. 3000 shares with par or without par value will result in the minimum annual franchise tax.
PREEMPTIVE RIGHTS / CUMULATIVE VOTING Preemptive rights are denied in absence of a specific grant. Cumulative voting is automatically denied unless specifically granted.
REGISTERED AGENT AND REGISTERED OFFICE The corporation must maintain a registered agent and office to receive service of process in Delaware.
DIRECTORS / INCORPORATOR The minimum number of directors is one (1). Minimum number of incorporators is one (1) (person, partnership, association or corporation, singly or jointly with others) and there is no requirement that the incorporator be a resident of Delaware.
LIMITATION OF DIRECTORS' PERSONAL LIABILITY The Certificate of Incorporation may contain, within the limitations prescribed by the General Corporation Law of the State of Delaware, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.
FILING PROCEDURES Submit to the Secretary of State one (1) executed and two (2) copies of the Certificate of Incorporation, who files the original and forwards one (1) copy to the appropriate county recorder of deeds for recording and returns the remaining copy certified. If no evidence of incorporation is required, then submit one (1)executed and one (1) copy of the Certificate of Incorporation.
SCHEDULE OF OFFICIAL STATE DISBURSEMENTS AND FEES
$89 filing and indexing fee for Certificate of Incorporation
add $50 - 24 Hours, $100 – Same Day, if expedited service is required
The organization tax (with a minimum of $15) is based on the entire authorized share structure as follows:
AUTHORIZED PAR VALUE SHARES SCHEDULE
Not exceeding $2,000,000 2¢ per $100.
Exceeding $2,000,000 but not exceeding $400 plus 1¢ per $100 in excess of $20,000,000 $2,000,000.
Exceeding $20,000,000 $2200 plus 2/5¢ (.004) per $100 in excess of $20,000,000
OR AUTHORIZED SHARES WITHOUT PAR RATE VALUE
Not exceeding 20,000 shares 1¢ per share.
Exceeding 20,000 shares but not exceeding $200 plus ½¢ (.005) per share in excess of 2,000,000 20,000 shares.
Exceeding 2,000,000 shares. $10,100 plus 2/5¢ (.004) per share in excess of 2,000,000 shares.
RECORDER OF DEEDS $24 for the 1st page, plus $9 for each additional page.