Important considerations for Delaware

Naming your Delaware corporation

You want your corporation name to be recognizable, memorable, and unique. The state of Delaware insists that your name be unique. It must be distinguishable from any other corporate names on record with the Secretary of State.  There are other rules that you must follow when choosing the legal name for a Delaware corporation. 

  • A Delaware corporation must be readily identifiable as a corporation. Thus, the corporation name must include one of these terms: "Association," "Company," Corporation," "Club," "Foundation," "Fund," "Incorporated," "Institute," "Society," "Union," "Syndicate," "Limited" or the abbreviation "Co.," "Corp.," "Inc.," "Ltd." or similar words or abbreviations in other languages.
  • Plus, the Department of Banking must approve if the name included the following words: "Bank," "Banc," "Banque" and "Trust."

Delaware’s requirements related to directors

Delaware requires that a corporation have at least one director, but otherwise the state has very few requirements regarding who can be a director.

  • Directors do not have to reside in Delaware.
  • There are no age requirements for directors of a Delaware corporation
  • The names and addresses of the directors need not be listed in the Certificate of Incorporation.

Certificate Of Incorporation creates a Delaware corporation

The Certificate of Incorporation is the formation document for a Delaware corporation, rather than “Articles of Incorporation” used by many states.  The required information is very minimal, in keeping with Delaware’s pro-business reputation.  The following information is required:

  • Stock. Authorized shares and par value must be listed in the Certificate of Incorporation. An increase in the number of shares or par value can affect initial filing fees. The amount of shares originally issued does not need to be stated.
  • Registered agent. Corporations must list the name and address of a registered agent that will be available during normal business hours and that has a physical address in Delaware, not a post office box.

Professionals can incorporate in Delaware

Delaware allows professionals, such as accountants, attorneys, and physicians, to form a professional corporation (PC).

Available options
LLC - Limited Liability Company
Easy to form, simple to maintain, and flexible as your business grows.
LLC Details
S Corporation
S Corporations protect the owners and offer tax benefits.
S Corporation Details
C Corporation
C Corporation is a well-established structure with clear governance requirements.
C Corporation Details
Nonprofit Corporation
Nonprofit corporations are formed to benefit a charitable, educational, or other public causes specific public purpose.
Nonprofit Corp Details
Benefit Corporation Services

Benefit corporations, also known as a “B Corp” are created to serve a beneficial public purpose while pursuing a profitable bottom line.  

B Corp Details
Special Purpose Vehicle or Entity
A special purpose entity (SPE) or vehicle (SPV) is a unique entity or means of holding on to an asset in a place separate from the rest of your business.
Product Details
Professional Limited Liability Company
Many states require licensed professionals, such as doctors, lawyers, accountants, architects, or engineers, to form PCs or PLLCs, rather than regular corporations or LLCs.
PLLC and PC Details
Limited Liability Partnership
An LLP is a partnership that allows each partner to share in management and provides some degree of protection from partnership liabilities, including those caused by the actions of other partners.
LLP Details
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