How to Form a Corporation in Delaware

forming a corporation in delaware

Delaware is home to some of the largest financial corporations in the United States. While this small, unassuming state on the eastern seaboard may not immediately make you think about big business, it is a favorable destination for business owners. If you are interested in forming a corporation in Delaware, you are going to want to acquaint yourself with the process of how it works. As the decision to form a corporation is a significant one, an ample amount of due diligence is of course prudent, and learning the ins and outs of starting a corporation is a wise move.

If you find yourself in a position where forming a corporation makes sense for your business, chances are your hard work has paid off. Starting a business is no easy feat, and growing it to the point where you are filing articles of incorporation means that you have made smart decisions and put in a tireless effort. In the interest of continuing to make wise choices for your business, read on to learn more about forming a corporation.

forming a corporation in delaware

First Things First: Selecting a Name

If you have spent a lot of time in the business world, you likely know a thing or two about branding. You recognize that choosing a strong name is pivotal to the health and marketability of your business. When forming a corporation, you are going to want to choose a name that is unique and not, per state laws, “deceptively similar” to any other organizations in Delaware. You can access the state’s business name database to see what is currently available. If you would like to reserve a name ahead of filing your certificate of incorporation, you can do so by contacting the Delaware Division of Corporations.

The name of your corporation must also include one of the following words (or an acceptable abbreviation):

  • “Limited”
  • “Society”
  • “Syndicate”
  • “Union”
  • “Association”
  • “Corporation”
  • “Company”
  • “Incorporated” 
  • “Club”
  • “Foundation”
  • “Institute”
  • “Fund”

Filing Your Certificate of Incorporation

With a name selected and ready to go, it is time for you to formally file your certificate of incorporation. The official name for this form is a “Certificate of Incorporation – Stock Corporation,” and it must be filed with the Secretary of State. Your filing fee will depend on the number of shares being issued. You will also need to submit a filing cover memo with your application.

Your articles of incorporation should include a smattering of basic information about you, as the incorporator, and your business itself. You should fill in the name and physical location of your business, as well as its statement of purpose. Also to be included are the number of shares being issued as well as the contact information for the registered agent.

Once you have put together all of this information, you can package it and mail it to the Delaware Secretary of State’s office for processing. 

Deciding on a Registered Agent and Appointing a Board of Directors

When a business grows to a certain point, legal issues can become inevitable. For this reason, it is compulsory that you appoint a registered agent for your corporation. In this role, this individual is tasked with receiving all legal service of process. This means that if your business is sued, one person will be responsible for getting the necessary legal letters and correspondence.

You will also want to appoint a board of directors for your corporation. In your “incorporator’s statement,” which is filed with the state, you will have to name your initial directors. Said directors must remain on the board until your first shareholder’s meeting, where new directors can be chosen by vote. 

Your first shareholder’s meeting can lay out a lot of important foundational elements to your business. Beyond appointing new directors, you may also wish to use the meeting to adopt corporate bylaws, establish record-keeping practices, as well as other matters of day-to-day importance. You will want to keep detailed minutes of this and all meetings, as that information may be necessary for reporting purposes down the road.

Form a Corporation in Delaware Today with Our Help

If you are looking to form a corporation in Delaware, you probably have a long and robust to-do list on your hands. While you are finalizing important details about the future of your business, you may not have much time for printing out forms, filling them out, and bringing them down to the post office. That’s where the Corporation Center comes in.

We are a private service that specializes in assisting Delaware business owners such as yourself with their state documentation needs. Whether you are forming an S-Corp or an LLC, we have a host of web forms that help you complete your documents in just a matter of minutes. To learn more, contact us by email or phone today.