Welcome to the Delaware domestic corporation tutorial brought to you by startabusiness.org. Filing a corporation within this state is a simple procedure which will require that applicants download the necessary PDF file, provide all the requisite information, and submit it to the Secretary of State. Filers must provide a minimum $89 filing fee paid by check made out to the Delaware Secretary of State. This fee will alter depending on the amount of stock issued by the corporation though this is only applicable only to for-profit entities. As there is currently no online filing system in place, it is absolutely necessary that the below registration process be employed when filing in Delaware. Scroll down for more info.

Regardless of whether you’re filing as a profit or as a non-profit entity, you will be required to do so with a name that is completely unique to your entity. To ensure that your name is unique and available, perform a Business Entity Search prior to filing. You may also want to reserve your entity name at this juncture to ensure that, for a period of 120 days, no entity takes your designation while you prepare for registration.

How to File a Profit Corporation

Step 1- Begin by downloading both the cover sheet and the Articles of Incorporation

Step 2- Supply the following information into the cover letter which will be used to provide the filers contact information, the method of payment among other valuable pieces of info:

  • Desired processing time
  • Company/firm or individual’s name
  • Return address
  • City/State/Zip
  • Attention
  • Phone number
  • Fax number
  • E-mail address
  • Account number
  • Name of company/entity
  • File number
  • Reservation number
  • Type of document
  • Information about document
  • Number of certified copies returned
  • Other requests
  • Check number
  • Total value of $ enclosed
  • Credit card information (if paying the filing fee using credit card)
  • Method of return

Delaware - Cover Sheet

Step 3- With the cover sheet filled, you can move onto the actual filing form which will have you supplying the following info:

  • 1-Name of the corporation
  • 2-Registered office in Delaware and the registered agent
  • 4-Amount of total stock and the par value of the stock per share
  • 5-Name and mailing address of incorporator
  • Date, name of incorporator, signature of incorporator

de-corporation-1

Step 4- With the documents complete, you will be required to attach to it the filing fee of $89. Send the cover letter, application and fee to the below address for processing by the Secretary of State.

Division of Corporations
John G. Townsend Bldg.
401 Federal Street, – Suite 4
Dover, DE 19901

How to File a Nonprofit Corporation

Step 1- You must begin to download and print the necessary PDF document forms. All of the forms required for registering a domestic non-profit corporation are as follows:

Step 2- The information that is required by the applicant on each form is detailed below

Cover Sheet

  • Desired processing time
  • Company/Firm or Individual’s name
  • Return address
  • City/State/Zip
  • Attention
  • Phone number
  • Fax number
  • E-mail address
  • Account number
  • Name of Company/Entity
  • File number
  • Reservation number
  • Type of document
  • Information about document
  • Number of certified copies returned
  • Other requests
  • Check number
  • Total value of $ enclosed
  • Credit card information (if paying the filing fee using credit card)
  • Method of return

Delaware - Cover Sheet

 Certificate of Incorporation

  • Name of the corporation
  • Address of registered office
  • Designate that this is a nonprofit corporation
  • Conditions of membership
  • Name and address of incorporator
  • Date of signature
  • Signature of incorporator
  • Typed/printed name of incorporator

Delaware - Nonprofit Corporation - Certificate of Incorporation

Step 3- Once the application has been completed in its entirety you must decide how you are going to pay for your filing fee and certificate fee (optional). You can do this by including your credit card information with the application or by including a check that is addressed to the Delaware Secretary of State. Ensure that however you pay, you pay the full amount of $89 or your application will not be processed.

Step 4- Gather all of the required documents and submit them to the Delaware Secretary of State Division of Corporations office located at the following address:

Division of Corporations
John G. Townsend Bldg.
401 Federal Street, – Suite 4
Dover, DE 19901

Tips

Employer Identification Number (EIN) –  By simply printing the the PDF Document Form SS-4 and manually submitting it for processing,  or by visiting the IRS Website and completing the application forms available online you can obtain the greatly important Employer Identification Number (EIN). This number is the main means by which the Internal Revenue Services (IRS) will be able to identify your business. Without an EIN your business will be unable to fully function financially. You will be unable to pay employees, apply for credit, or even open bank accounts without an EIN. Having one is generally a necessary step in forming a corporation, regardless of the state of formation.

Corporate Bylaw –  Delaware requires that all corporations that form within state boundaries adopt a corporate bylaw. Drafting this document is essentially writing out the rules and regulations under which the managing members of the entity will be required to operate. A corporate bylaw relays the manner in which the internal affairs of the entity are to be organized. Feel free to take advantage of our free template found linked in the heading of this paragraph. You will find that is is downloadable in both MS Word and Adobe PDF formatting.

Renewal – Corporations, with exception to certain exempt domestic entities, will be required to renew each year by submitting an annual report and paying a franchise tax. In order for your corporation to maintain the status of in good standing, you will be required to submit this document and the franchise tax by no later than March 1st of each calendar year. The late filing penalty if you fail to submit by this time is $125 and the interest of 1.5% will be applied to the unpaid tax balance. You will be able to submit the annual report online from the ease of your computer. To access the online filing portal, simply click on the heading of this paragraph.