Forming a Corporation in Delaware

Incorporate in 3 Easy Steps

Filing Packages Start at $70 (plus state fees)

SunDoc Filings can help you form a corporation with the Delaware Secretary of State on an expedited basis. SunDoc Filings can act as your liaison to file your Articles of Incorporation with the Delaware Secretary of State, reducing the chance of expensive delays or rejections. Incorporate online with the option of uploading your own completed Articles of Incorporation.

For already prepared documents, skip to step 3

Step 1: Check Name Availability

Choose three corporate names in order of preference and we check for availability.

Step 2: Prepare or Upload your Articles

Our online form will walk you through all required information.

Step 3: Specify Service Level and Service Options

Select the appropriate filing package or choose from the a la carte options.

Routine: 5 - 7 business days

Rush: 24 hours

Email confirmation within one hour during normal business hours.

Your filing is now on its way!

If we receive your Delaware Articles of Incorporation by 2 p.m. PST M-F, your corporation will be submitted and could be active by the end of the day. This means your company will be given the submission date as your file date. If you mail the document to the state, like many filing services do, it may take at least a month for proof of filing.

Your Post-Filing Responsibilities

File a Statement of Information: After the Articles of Incorporation are filed, the Secretary of State requires that you file a Statement of Information.
Employer Identification Number: If you would like, we can obtain your EIN for your new company. Add it to your order and we will obtain the EIN within 24-48 hours.
Delaware Corporate Kit: Our Kits include a custom binder, seal embosser, bylaws and meeting minutes, 20 Stock certificates, and more. You can order you kit at the time of filing or if you prefer, you can place the order individually at our Corporate Kit order page.

Add these optional services to your order at the time of filing:

Certificate of Good Standing: You may need additional copies if you are going to qualify or register in other states. Most certificates are good for 90 days.
Additional Certified Copy of Articles: You may need this in the future for banks, loans, or professional licensing requirements.

NOTE: If document is rejected, additional service fees apply.

*Based on a one page document with 1500 shares without par or up to $75,000 in total capital. Add $9.00 for each additional page. For shares or capital exceeding those stated, please call our office at 888.595.2747.

NOTE: Are you planning on qualifying this corporation in another state within 30 days after filing the Certificate of Incorporation in Delaware? PLEASE LET US KNOW. In order to qualify this corporation, you will be required to obtain a Short Form Certificate of Good Standing from the Delaware Secretary of State. In some states such as Nevada or Arizona, you must also obtain a certified copy of the Certificate of Incorporation.

The SunDoc Filings Advantage

We have filed thousands of documents since 1999
All filings received by 2 p.m. PST are submitted same day
Most filing companies mail in your filings

Estimated Delaware State Disbursements

$89* filing fee for corporate Articles of Incorporation

Delaware offers several rush options - Add $50 for 24 hour

Call us for same day rush service details

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.

Delaware Corporate Frequently Asked Questions

Why choose SunDoc Filings?

SunDoc Filings can help you file a corporation with the Delaware Secretary of State on an expedited basis. To form a corporation in or form a subchapter S corporation, you must file the Delaware Articles of Incorporation with the Secretary of State. SunDoc Filings has been filing Delaware corporations since 1999. Our on-line forms help you prepare your formation. Let us make the Delaware incorporation process quick and painless for you.

How do I form a Delaware Corporation?
First, fill out our on-line incorporation form to start your corporation. Second, we check corporate name availability with the Secretary of State. Third, we review your answers for inconsistencies and ommissions that might delay your order. Fourth, we submit the Articles of Incorporation to the Secretary of State. Fifth, when the articles are filed and given back to us, we will return the filed document to you.

What are the advantages of forming a Delaware Corporation?
To begin with, there is the protection of the "corporate veil" that provides limited liability to the owners (shareholders). The shareholders are not personally liable for debts and obligations of the corporation. They can personally lose only to the extent of their investments in the corporation form purchasing stock. Since the corporation is an independent legal entity, the Delaware corporation has continuous existence. It does not cease to exist simply because one of the shareholders dies or retires. Corporations often have an easier time setting up insurance, retirement funds, profit-sharing, pension, and stock option plans than other business entities.

When you form a Delaware corporation, the owners (shareholders) are not personally liable for the debts and obligations of the corporation. Ownership in a corporation is more easily transferable than other business entities. Under most circumstances, shares of stock can be sold without restriction to a third party without having to obtain consent from the Delaware corporation itself.

How do I obtain an EIN or Employer Identification number or Tax Payer ID number for my Delaware Corporation?
After we form a Delaware corporation on your behalf, we offer supporting services. We can obtain an employer identification number (an EIN) for your Delaware corporation. An EIN is required to open a bank account, hire employees, and to start business credit for your corporation. If you purchase our Delaware premium package, EIN obtainment is included for your Delaware corporation.

How do I form a Delaware S Corporation?
It is important to understand that your Delaware S corporation starts as a general stock corporation (C corporation). To form a S corporation, you must file for subchapter S status with the Internal Revenue Service (IRS). Forming a Delaware S corporation simply means the corporation is taxed like a partnership or LLC with a pass through tax structure. Make sure to check with your accountant or the IRS for limitations or read about Delaware C corporations below. By obtaining S corporation status in Delaware, it eliminates double taxation and the corporation generally does not file a tax return. On their tax return, the Delaware S corporation's shareholders include their share of the Corporation's separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.

What are the advantages of a C Corporation in Delaware?
Generally most people form Delaware C corporations that plan on publicly trading the corporation's stock. Since Delaware S corporations cannot have more than 75 shareholders, choosing to maintain the corporation allows for 76 shareholders or more. A Delaware C corporation can have multiple classes of stock such as preferred and common shares. A Delaware C corporation will be double taxed since both the corporate entity and the individual owners have to file tax returns. However, a Delaware S corporation can only be owned by individuals that are U.S. citizens or registered aliens, issue only one type of stock, and are limited to no more than 75 shareholders.

How do I obtain or prepare corporate bylaws for my Delaware Corporation?
If you purchase our premium package, Sun will prepare the initial bylaws (standard language) for your Delaware corporation and include meeting minutes (MS Word format) that you can prepare as needed.

What are the corporate bylaws and why are they so important for my Delaware corporation?
The corporate bylaws serve as a blueprint for your corporation The bylaws contain the rights, privileges, and powers of the officers, directors, and shareholders. Most Delaware bylaws contain the number of directors and their names. Delaware bylaws also contain the names of the officers for the titles: President, Vice-President, Secretary, and Treasurer/Chief Financial Officer (CFO).

Another important part of Delaware corporation bylaws is to create "rules" on how the corporation can open a bank account, take out loans, write checks, enter into contracts, obtain business credit, and issue stock certificates to its shareholders. Most Delaware bylaws will reference a list of shareholders in alphabetical order that includes shareholder's names, addresses, titles held with the corporation, and the amount of shares the shareholder owns in the corporation.

What is an Delaware corporate seal?
After the corporation prepares its bylaws or has SunDoc Filings prepare the bylaws, the Delaware corporation will need a corporate seal. A corporate seal is a handheld device that imprints paper with the corporation's name, state of formation, and date the Delaware corporation was formed. Many banks and other lending institutes require Delaware corporations to possess and use a corporation seal on business documents or loan papers. All Delaware corporation kits that Sun sells contain a handheld corporate seal embosser.

What is a Delaware corporate kit?
The Delaware corporate kit is typically a hardbound binder that contains all of the Delaware corporation's important documents such as the Delaware Articles of Incorporation and bylaws. All the Delaware corporation kits that Sun sells include having the Delaware corporation's name hot stamped (professional imprint of the Delaware corporation's name) on the spine. Most Delaware corporation kits come with a slipcase to keep the binder safe. Some corporate kits are made with a slipcase built in. The choice is yours.

Another important part of a Delaware corporate kit is stock certificates. All of the Delaware corporate kits that Sun sells contain 20 custom stock certificates that include the Delaware corporation's name, the amount of shares, the par value the corporation is authorized to issue, and the title of President and Secretary below the signature lines. If you have already formed your Delaware corporation, you can order an Delaware corporate kit by clicking here. We have a selection of high quality kits that come in array of styles and colors.

Now that you have formed your Delaware corporation, obtained your EIN from the IRS, decided upon whether to elect S corporation status or remain a C corporation, prepared the Delaware bylaws, issued shares of stock, and used your seal embosser, it is time to verify which local city and/or county tax licenses your business will need. The best place to start is your city hall or county recorder's office. Take the time to verify your areas business licensing requirements. For those of you who plan to run your Delaware corporation out of your home, check with your city or county to find out if a work at home permit is required. Once your licensing requirements are met, it is time to start operating your Delaware corporation

Helpful Delaware Business Links

The Internal Revenue Service (IRS) - for information regarding federal employer identification numbers.
Secretary of State http://www.corp.delaware.gov/
Department of Revenue http://revenue.delaware.gov/
Department of Insurance http://www.delawareinsurance.gov/
State Banking Commissioner http://banking.delaware.gov/default.shtml