Delaware Offers Businesses Many Benefis
Businesses select Delaware as their legal home not for one single advantage, but because it offers a comprehensive package of incorporation services.
Delaware’s General Corporation Law is widely regarded as the most advanced and adaptable business formation statute in the country. This is due in large part to the Delaware Court of Chancery. This specialized business court with over 225 years of history has shaped much of not just modern Delaware corporate case law but law throughout the country.
Privacy is another key benefit. Delaware does not require business owners to list their names on public formation documents, allowing companies to maintain confidentiality. Additionally, businesses that do not operate within Delaware are exempt from state income tax, creating significant tax advantages for many.
For example, a single individual can hold all officer roles in a business, simplifying governance requirements.
Unlike other states that may impose minimum bank balance requirements, Delaware has no such mandate.
This means that companies can open business bank accounts without needing to maintain a $1,000 minimum balance.
Directors also have the freedom to set stock prices at any value they choose, offering flexibility in managing equity and investments.
Use this link to incorporate in Delaware online.
Access Delaware Corporation Forms Online and Those Of Other States
Incorporating in Delaware through The Corporation Center ensures that you can quickly and efficiently take advantage of these benefits, setting your business on a path to success with the backing of one of the most respected corporate legal frameworks in the world.
At Corporation Center, we provide easy access to all Delaware corporation online forms you might require. Whether you’re looking to establish a corporation, partnership, or Limited Liability Company (LLC), you’ll find the necessary forms on our site.
Additionally, our offerings extend far beyond Delaware. We provide forms for creating business entities across all states, ensuring convenience for businesses nationwide.
For Delaware-specific needs, the following laws may apply:
- 115. Forum selection provisions.
The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in this State, and no provision of the certificate of incorporation or the bylaws may prohibit bringing such claims in the courts of this State. “Internal corporate claims” means claims, including claims in the right of the corporation, (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity, or (ii) as to which this title confers jurisdiction upon the Court of Chancery.
80 Del. Laws, c. 40, § 5;
- 116. Document form, signature and delivery.
(a) Except as provided in subsection (b) of this section, without limiting the manner in which any act or transaction may be documented, or the manner in which a document may be signed or delivered:
(1) Any act or transaction contemplated or governed by this chapter or the certificate of incorporation or bylaws may be provided for in a document, and an electronic transmission shall be deemed the equivalent of a written document. “Document” means:
- Any tangible medium on which information is inscribed, and includes handwritten, typed, printed or similar instruments, and copies of such instruments; and
- An electronic transmission.
(2) Whenever this chapter or the certificate of incorporation or bylaws requires or permits a signature, the signature may be a manual, facsimile, conformed or electronic signature. “Electronic signature” means an electronic symbol or process that is attached to, or logically associated with, a document and executed or adopted by a person with an intent to execute, authenticate or adopt the document. A person may execute a document with such person’s signature.
(3) Unless otherwise agreed between the sender and recipient (and in the case of proxies or consents given by or on behalf of a stockholder, subject to the additional requirements set forth in § 212(c)(2) and (3) and § 228(d)(1) of this title, respectively), an electronic transmission shall be deemed delivered to a person for purposes of this chapter and the certificate of incorporation and bylaws when it enters an information processing system that the person has designated for the purpose of receiving electronic transmissions of the type delivered, so long as the electronic transmission is in a form capable of being processed by that system and such person is able to retrieve the electronic transmission. Whether a person has so designated an information processing system is determined by the certificate of incorporation, the bylaws or from the context and surrounding circumstances, including the parties’ conduct. An electronic transmission is delivered under this section even if no person is aware of its receipt. Receipt of an electronic acknowledgement from an information processing system establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.
This chapter shall not prohibit 1 or more persons from conducting a transaction in accordance with Chapter 12A of Title 6 so long as the part or parts of the transaction that are governed by this chapter are documented, signed and delivered in accordance with this subsection or otherwise in accordance with this chapter. This subsection shall apply solely for purposes of determining whether an act or transaction has been documented, and the document has been signed and delivered, in accordance with this chapter, the certificate of incorporation and the bylaws.
(b) Subsection (a) of this section shall not apply to:
(1) A document filed with or submitted to the Secretary of State, the Register in Chancery, or a court or other judicial or governmental body of this State;
(2) A document comprising part of the stock ledger;
(3) A certificate representing a security;
(4) Any document expressly referenced as a notice (or waiver of notice) by this chapter, the certificate of incorporation or bylaws;
(5) [Repealed.]
(6) A ballot to vote on actions at a meeting of stockholders; and
(7) An act or transaction effected pursuant to § 280 of this title or subchapters III, XIII or XVI of this chapter.
The foregoing shall not create any presumption about the lawful means to document a matter addressed by this subsection, or the lawful means to sign or deliver a document addressed by this subsection. No provision of the certificate of incorporation or bylaws shall limit the application of subsection (a) of this section except for a provision that expressly restricts or prohibits the use of an electronic transmission or electronic signature (or any form thereof) or expressly restricts or prohibits the delivery of an electronic transmission to an information processing system.
(c) In the event that any provision of this chapter is deemed to modify, limit or supersede the Electronic Signatures in Global and National Commerce Act, (15 U.S.C. § 7001 et. seq.), the provisions of this chapter shall control to the fullest extent permitted by § 7002(a)(2) of such act [15 U.S.C. § 7002(a)(2)].
- 110. Emergency bylaws and other powers in emergency [For application of this section, see 82 Del. Laws, c. 256, § 23].
(a) The board of directors of any corporation may adopt emergency bylaws, subject to repeal or change by action of the stockholders, which, notwithstanding any different provision elsewhere in this chapter or in Chapters 3 [repealed] and 5 [repealed] of Title 26, or in Chapter 7 of Title 5, or in the certificate of incorporation or bylaws, shall be operative during any emergency resulting from an attack on the United States or on a locality in which the corporation conducts its business or customarily holds meetings of its board of directors or its stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, including, but not limited to, an epidemic or pandemic, and a declaration of a national emergency by the United States government, or other similar emergency condition, irrespective of whether a quorum of the board of directors or a standing committee thereof can readily be convened for action. The emergency bylaws contemplated by this section may be adopted by the board of directors or, if a quorum cannot be readily convened for a meeting, by a majority of the directors present. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:
(1) A meeting of the board of directors or a committee thereof may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency bylaws;
(2) The director or directors in attendance at the meeting, or any greater number fixed by the emergency bylaws, shall constitute a quorum; and
(3) The officers or other persons designated on a list approved by the board of directors before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the emergency bylaws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board of directors, be deemed directors for such meeting.
(b) The board of directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.
(c) The board of directors, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do.
(d) No officer, director or employee acting in accordance with any emergency bylaws shall be liable except for wilful misconduct.
(e) To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any emergency and upon its termination the emergency bylaws shall cease to be operative.
(f) Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during such an emergency may be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio.
(g) To the extent required to constitute a quorum at any meeting of the board of directors during such an emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting.
(h) Nothing contained in this section shall be deemed exclusive of any other provisions for emergency powers consistent with other sections of this title which have been or may be adopted by corporations created under this chapter.
(i) During any emergency condition of a type described in subsection (a) of this section, the board of directors (or, if a quorum cannot be readily convened for a meeting, a majority of the directors present) may (i) take any action that it determines to be practical and necessary to address the circumstances of such emergency condition with respect to a meeting of stockholders of the corporation notwithstanding anything to the contrary in this chapter or in Chapter 7 of Title 5 or in the certificate of incorporation or bylaws, including, but not limited to, (1) to postpone any such meeting to a later time or date (with the record date for determining the stockholders entitled to notice of, and to vote at, such meeting applying to the postponed meeting irrespective of § 213 of this title), and (2) with respect to a corporation subject to the reporting requirements of § 13(a) or § 15(d) of the Securities Exchange Act of 1934 [15 U.S.C. § 78m(a) or 78o(d)], as amended, and the rules and regulations promulgated thereunder, to notify stockholders of any postponement or a change of the place of the meeting (or a change to hold the meeting solely by means of remote communication) solely by a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to § 13, § 14 or § 15(d) of such Act [15 U.S.C. § 78m, § 78n or 78o(d)] and such rules and regulations; and (ii) with respect to any dividend that has been declared as to which the record date has not occurred, change each of the record date and payment date to a later date or dates (provided the payment date as so changed is not more than 60 days after the record date as so changed); provided that, in either case, the corporation gives notice of such change to stockholders as promptly as practicable thereafter (and in any event before the record date theretofore in effect), which notice, in the case of a corporation subject to the reporting requirements of § 13(a) or § 15(d) of the Securities Exchange Act of 1934 [15 U.S.C. § 78m(a) or 78o(d)], as amended, and the rules and regulations promulgated thereunder, may be given solely by a document publicly filed with the Securities and Exchange Commission pursuant to § 13, § 14 or § 15(d) of such Act [15 U.S.C. § 78m, § 78n or 78o(d)] and such rules and regulations. No person shall be liable, and no meeting of stockholders shall be postponed or voided, for the failure to make a stocklist available pursuant to § 219 of this title if it was not practicable to allow inspection during any such emergency condition.
8 Del. C. 1953, § 110; 56 Del. Laws, c. 50; 82 Del. Laws, c. 256, § 4;
- 111. Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of this title. [For application of this section, see 80 Del. Laws, c. 265, § 17].
(a) Any civil action to interpret, apply, enforce or determine the validity of the provisions of:
(1) The certificate of incorporation or the bylaws of a corporation;
(2) Any instrument, document or agreement (i) by which a corporation creates or sells, or offers to create or sell, any of its stock, or any rights or options respecting its stock, or (ii) to which a corporation and 1 or more holders of its stock are parties, and pursuant to which any such holder or holders sell or offer to sell any of such stock, or (iii) by which a corporation agrees to sell, lease or exchange any of its property or assets, and which by its terms provides that 1 or more holders of its stock approve of or consent to such sale, lease or exchange;
(3) Any written restrictions on the transfer, registration of transfer or ownership of securities under § 202 of this title;
(4) Any proxy under § 212 or § 215 of this title;
(5) Any voting trust or other voting agreement under § 218 of this title;
(6) Any agreement, certificate of merger or consolidation, or certificate of ownership and merger governed by §§ 251-253, §§ 255-258, §§ 263-264, or § 267 of this title;
(7) Any certificate of conversion under § 265 or § 266 of this title;
(8) Any certificate of domestication, transfer or continuance under § 388, § 389 or § 390 of this title; or
(9) Any other instrument, document, agreement, or certificate required by any provision of this title;
may be brought in the Court of Chancery, except to the extent that a statute confers exclusive jurisdiction on a court, agency or tribunal other than the Court of Chancery.
(b) Any civil action to interpret, apply or enforce any provision of this title may be brought in the Court of Chancery.
72 Del. Laws, c. 123, § 2; 74 Del. Laws, c. 84, § 1; 77 Del. Laws, c. 290, § 2; 80 Del. Laws, c. 265, § 2;