How To Form A Company In Delaware

With our 5-step process, forming a company in Delaware is simple. A company may be formed by submitting formation paperwork with your state and forming a board of directors.

We’ll teach you how to form your own company in Delaware.

In Delaware, it is simple to form a corporation.

To get started, follow the steps in our How to Start a Corporation in Delaware tutorial below:

Step 1: Give Your Delaware Corporation a Name

Step 2: Select a Registered Agent.

Hold an Organizational Meeting in Step 3

Step 4: Submit your Certificate of Incorporation.

Step 5: Obtain an EIN

Step 1: Give Your Delaware Corporation a Name

The first step in forming a company is to choose a business name. You must choose a distinct name that conforms with Delaware company naming regulations.

1. Delaware naming conventions:

One of the following words (or their abbreviations) must be in your name:

association, firm, corporation, club, foundation, fund, incorporated, institute, society, union, syndicate, or limited, or similar terms (or their acronyms) in other nations or jurisdictions (as long as they are written with roman characters or letters)

Your name must be distinct from any other current company in the state.

Unless the firm is authorised as a bank, your name cannot include the terms “bank” (or any variant) or “trust.” However, the term “bank” (or a variant thereof) may be used in contexts that obviously do not relate to a banking company and may mislead the public about the nature of the firm. Bank Shot Basketball Inc. is an example of an authorised usage.

2. Is the name of my company accessible in Delaware?

Your Delaware company name must be distinct and distinct from existing Delaware business names. To see whether your selected company name is available, use the Delaware Division of Corporations’ Business Search Portal.

Visit our How to Name a Business guide and pick Delaware from the drop-down box for additional information on Delaware corporation name searches.

3. Is the URL accessible?

Before forming your Delaware company, check to determine whether an appropriate URL for your selected business name is accessible. Even if you don’t intend to create a company website right immediately, we recommend purchasing a web domain right away to avoid other companies from obtaining it.

Step 2: Select a Registered Agent in Delaware.

When you form your company with the Department of State, you must choose a Delaware registered agent.

What exactly is a Registered Agent? A registered agent is a person or organisation chosen by an LLC or corporation to accept service of process, government communications, and compliance paperwork on behalf of a company.

Who Is Eligible to Be a Registered Agent? An person, a corporate organisation, or a professional registered agent service may serve as your registered agent. Any company or individual may act as your Delaware registered agent as long as the person:

is at least 18 years old

has a physical address in the state where business is done

is accessible during regular business hours (in person).

Step 3 Hold an Organizational Meeting

Before filing the Certificate of Incorporation formally in Step 4, you must conduct an organisational meeting to perform the following tasks:

Complete and sign the Certificate of Incorporation.

Establish and approve bylaws

Choose your first director (s)

Determine your ownership structure.

Fill out an Incorporator’s Statement.

Establish and Approve Corporate Bylaws

Bylaws are the rules that regulate and control how your organisation is governed and operated. Consider the bylaws to be your corporation’s constitution. It clarifies the norms and priorities for all parties involved.

The bylaws of a company will augment any regulations established by the federal government or the state.

Include the following in your bylaws:

The governance of the company, including the roles of directors and officials

Meeting processes, voting procedures, and the election of executives or directors

How will records be preserved and managed?

How will disagreements be resolved?

How will bylaws be added/modified in the future?

The annual shareholder meeting date

Contract Negotiation Techniques

Fiduciary responsibilities to the company (i.e. acting in the best interests of the corporation)

What is a quorum for voting purposes?

What exactly is a quorum? A quorum is the minimal number of members who must be present at a meeting in order for the meeting’s actions, including any votes, to be legitimate.

Appoint the First Directors

At least one director must be appointed to monitor your Delaware company until the first shareholder meeting.

A corporate director is in charge of operational bylaw adoption, modification, and repeal, as well as the election, monitoring, and removal of officers.

Following the incorporation of the company, the incorporator(s) — or initial director(s), if listed on the formation papers — shall convene an organisational meeting. During this inaugural meeting, either the incorporator(s) or the initial director(s) will elect the board of directors.

Selecting a Share Structure and Strategy

A share of stock is a corporation’s unit of ownership. Each share of stock reflects a proportion of the company’s ownership. If a business issues one share of stock, the shareholder (stock owner) owns 100% of the corporation.

Shares may be divided into classes. Each class, known as a share class, has unique rights and advantages. There may be several classes, and each class can have an unlimited number of shares.

The Delaware Department of State’s sample Certificate of Incorporation form may only be used to incorporate a company with one share class. If your company has numerous share classes, you must write your own Certificate of Incorporation in conformity with Delaware state legislation.

NOTE: We suggest that you begin with a large number of authorised shares. Many lawyers advocate for a million dollars. Starting with a large number allows you to issue shares as required without incurring legal expenses to enhance your original permitted share size.

Make and implement an Incorporator’s Statement

The incorporator(s) shall sign and preserve an Incorporator’s Statement with the full names and addresses of all initial directors in the corporate records book.

This document identifies the first director(s) who will serve until the board of directors is chosen at the first shareholder meeting. It should be kept with the rest of your company’s records.

Step 4: Submit the Delaware Certificate of Incorporation to the Secretary of State.

To form a company in Delaware, you must submit the Delaware Certificate of Incorporation. The Certificate of Incorporation is the legal document that establishes your Delaware company. You may submit it with the Delaware Department of State’s Division of Corporation either online or by mail.

The filing fee is $89 for the first page and $9 for each subsequent page. This charge, however, may grow depending on the quantity of authorised stock your business intends to issue. The Delaware Division of Corporations’ fee calculator may be used to compute the total charge. More information on the Certificate of Incorporation filing fee may be found in the Delaware state laws.

This paper will address the fundamentals of your company, such as:

Name and address of the corporation

Name and street address of the corporate registered agent

The number of authorised shares that a business may issue

Name(s) and address of incorporator(s) (es)

The Delaware Department of State’s sample Certificate of Incorporation form may only be used to incorporate a company with one share class. If your company has numerous share classes, you must write your own Certificate of Incorporation in conformity with Delaware state legislation.

 Step 5 Get an EIN for Your Delaware Corporation

What exactly is an EIN? The federal government uses an Employer Identification Number (EIN) or Federal Tax Identification Number (FTIN) to identify a company organisation. It is effectively the company’s social security number.

Why do I need an EIN? An EIN is necessary for the following activities:

To establish a commercial bank account for the firm

In terms of federal and state taxation

To recruit workers for the firm

How can I get an EIN? After founding the firm, the business owner obtains an EIN from the IRS (free of charge). This may be done online or in the mail.