How to Form a Delaware Corporation — Step by Step

Your corporate name has to be distinguishable on the records of the Delaware Division of Corporations — meaningfully different from every other entity already on file, not just a punctuation or spacing tweak away. Delaware checks your proposed name against corporations, LLCs, limited partnerships, and every other registered entity, so a name that reads too much like an existing company will be rejected.

Start with the Division's name availability search. Search your exact name and close variations. If you find something too similar, adjust before you file — a rejected certificate costs you time.

Name requirements

• Must include a corporate designator: "Corporation," "Incorporated," "Company," "Limited," or an abbreviation such as "Inc.," "Corp.," "Co.," or "Ltd."
• Must be distinguishable from all other entities on the Division's records
• Certain words (like "bank," "trust," or "university") require additional approval or are restricted
• Cannot imply a purpose the corporation isn't authorized to pursue

Reserving the name

If you aren't ready to file but want to hold the name, Delaware lets you reserve it for 120 days for a small state fee. Reservation doesn't create the corporation — it just locks the name while you finalize your incorporator, share structure, and registered agent.

Before you file, you need a registered agent with a Delaware registered office lined up and ready to be named in the certificate. Delaware requires every corporation to maintain one continuously, and because most Delaware corporations are owned and run from other states, this step is usually where a commercial service comes in.

The registered agent is the corporation's official address in Delaware for service of process — lawsuits, subpoenas, summonses — and for state correspondence, including the annual franchise tax notices. The agent must have a physical Delaware street address (a registered office), not a P.O. box, and be available during business hours.

Who can serve

• A commercial registered agent service — the standard choice, supplying the Delaware registered office and forwarding everything that arrives to you wherever you actually operate
• An individual with a Delaware street address who is reliably available during business hours — permitted but uncommon for owners who live out of state

Whatever you choose, the agent's name and Delaware registered office go into the Certificate of Incorporation, so have this settled before you file.

This is the step people filing on their own most often get wrong, because it feels like a formality and isn't. The number of shares you authorize in your certificate — and their par value — directly affects your Delaware franchise tax and your ability to issue equity later.

Why the number matters

Delaware calculates franchise tax two ways, and you pay whichever the state's default method produces unless you choose the other. One method is keyed to your authorized shares; authorize a huge number with no thought and you can trigger a startlingly large bill under that method, even with tiny par value. The other method (assumed par value capital) usually produces a far smaller number for a startup with modest assets. The point at formation is to authorize enough shares to cover founders, an option pool, and a future financing — a common startup figure is in the low millions — while setting a low par value, so you have room to grant equity without over-authorizing into a big tax.

What to settle before filing

• Total authorized shares and their par value (startups commonly set a tiny fraction-of-a-cent par value)
• How many shares you'll actually issue to founders at organization (you don't issue all authorized shares)
• Whether you need more than one class of stock — most early-stage corporations start with a single class of common stock and add preferred only when investors arrive

If you plan to raise venture capital, talk to startup counsel about the share structure before you file. It is far cheaper to set it up correctly than to fix it later.

The Certificate of Incorporation is the filing that creates your corporation in Delaware's official records. It goes to the Division of Corporations, typically through the online portal or Document Upload Service, often submitted by your registered agent.

What goes in the certificate

• Corporate name with a required designator
• Registered office and registered agent in Delaware
• Authorized shares and par value, as decided in Step 3
• Incorporator name and mailing address
• Purpose, usually a broad clause permitting any lawful business

Processing and expedite

Standard online filings generally process in about ten business days. When a closing or deadline can't wait, Delaware offers expedited tiers — same-day, 24-hour, and even one- and two-hour service — for additional state fees. The receipt card on this page reflects the current amounts; they're set by the state. Once processed, your corporation exists and the stamped certificate is available.

Filing the certificate creates the corporation, but it doesn't organize it. That happens at the organizational meeting, held by the incorporator or the initial directors right after formation. This is where a name on file becomes a functioning company.

What gets done at the organizational meeting

• Adopt corporate bylaws — the internal rulebook governing directors, officers, meetings, and voting (Delaware doesn't file these; they stay in your records)
• Appoint the initial board of directors
• Elect officers — at minimum a president and secretary, often a treasurer
• Authorize and issue stock to the founders in exchange for their contributions
• Approve opening a corporate bank account and adopt a banking resolution
• Handle startup resolutions — adopting a fiscal year, approving the S corporation election if you're making one

Record written minutes and keep them with the bylaws and stock ledger in a corporate records book. We cover bylaws and the organizational meeting in depth on the operating-agreement page.

An Employer Identification Number is a nine-digit federal tax ID that the IRS hands out for free. Every corporation needs one — it files its own tax return, so unlike a single-member LLC, a corporation cannot use an owner's Social Security number.

Why you need it

• The corporation files its own federal return (Form 1120 for a C corporation, 1120-S for an S corporation)
• Banks require it to open the corporate account
• You need it to hire employees and run payroll
• The S corporation election references it

How to apply

Apply online through the IRS EIN Assistant at IRS.gov once your corporation is formed. The application takes about ten minutes and issues the EIN immediately. Completing it online requires a US Social Security number or ITIN for the responsible party; applicants without one apply by fax or mail using Form SS-4, which takes longer.

Separating corporate money from personal money is not optional — it is one of the formalities that keeps the liability shield intact. Commingle funds and you hand a plaintiff an argument to pierce the corporate veil.

What banks typically require

• The stamped Certificate of Incorporation
• The IRS EIN confirmation
• Corporate bylaws and, often, a banking resolution from the organizational meeting
• Government-issued ID for authorized signers

Ongoing Delaware compliance

• Annual report and franchise tax: every Delaware corporation files an annual report and pays franchise tax by March 1, through the Division of Corporations. This is the single most important recurring deadline, and out-of-state owners miss it because the notice goes to the Delaware registered office.
• Registered agent: keep it in place continuously; if it changes, file the update with the Division.
• Corporate formalities: hold the annual shareholder and director meetings your bylaws require, keep minutes, and maintain the stock ledger.
• Home-state registration: if you actually operate somewhere other than Delaware, you'll likely need to register as a foreign corporation in that state too — see the foreign-registered-agent page.