Delaware Corporation Requirements

Each state has different requirements for forming a corporation. Whether you are starting a business or incorporating a business already in existence, you’ll want to understand state requirements for Delaware incorporation.

Cost to incorporate in Delaware

At BizFilings, we clearly outline our fees and the state fees to form a Delaware corporation. View our pricing to incorporate as a C corporation or S corporation to plainly see:

• BizFilings’ package prices. BizFilings offers three incorporation service packages from which you can choose.
• State fee for standard turn-around. Our pricing clearly shows the state fee to incorporate in Delaware with standard turn-around.
• Expedited turn-around. You will see the BizFilings and state fee, if any, for expedited turn-around.
• 24-hour turn-around. Delaware has a 24-hour filing option, which is outlined in our pricing.
• Certified copy. Our pricing also clearly displays the BizFilings and state fee, if any, for issuing a Certified Copy of the Certificate of Incorporation.

Delaware corporate name

The corporation's name must contain the word "Association," "Company," Corporation," "Club," "Foundation," "Fund," "Incorporated," "Institute," "Society," "Union," "Syndicate," "Limited" or the abbreviation "Co.," "Corp.," "Inc.," "Ltd." or words or abbreviations of like import in other languages. The name must be distinguishable from those of other corporations organized, reserved or registered as a foreign corporation under the laws of Delaware. Use of words "Bank," "Banc," "Banque" and "Trust" need approval from the Department of Banking.

Director information

The following are Delaware’s requirements for directors of corporations:

• Minimum number. Corporations must have one or more directors.
• Residence requirements. Delaware does not have a provision specifying where directors must reside.
• Age requirements. Delaware does not have age requirements.
• Inclusion in the Certificate of Incorporation. Director names and addresses are not required to be listed in the Certificate of Incorporation.

Requirements for the Certificate of Incorporation

The document required to form a corporation in Delaware is called the Certificate of Incorporation. The information required in the formation document varies by state. Delaware's requirements include:

• Officers. Officer names and addresses are not required to be listed in the Certificate of Incorporation.
• 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.
• Registered agent. Corporations must list the name and address of a registered agent with a physical address (no post office boxes) in Delaware. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.

Professional services businesses

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

After forming a corporation, you must undertake certain steps on an ongoing basis to keep your business in compliance. These steps are also important in preserving the limited liability a corporation provides its owners. This guide outlines the ongoing requirements for Delaware corporations.

Delaware corporate records

Delaware corporations should keep the following items with the corporate records at their principal place of business:

• The Certificate of Incorporation and bylaws
• A list of shareholders
• Books and records of account
• Minutes of all shareholder and director meetings

Delaware corporate taxes and fees

The following are taxation requirements and ongoing fees in Delaware:

• Annual report and franchise tax. Delaware requires corporations to file an Annual Franchise Tax Report. The due date for corporations is March 1. The annual report fee is $50 and the franchise tax is calculated based on the number of shares and par value. If the number of shares is above 5,000, the Annual Franchise Tax Report amount may increase.
• Taxes. For complete details on state taxes for Delaware corporations, visit Business Owner's Toolkit or the State of Delaware.
• Federal tax identification number (EIN). An EIN is required for corporations that will have employees. Additionally, most banks require an EIN in order to open a business bank account.
• State tax identification number. Delaware does not require a state tax identification number.

Delaware business licenses

Business licenses and/or permits are required for most businesses. The BizFilings Business License Application Package can help you stay on top of these requirements.

S corporation election

Delaware recognizes the federal S corporation election and does not require a state-level S corporation election.

Additional Delaware information

View the following additional resources BizFilings has for forming and maintaining companies in Delaware:

• Delaware LLC Formation