How to Form Corporation in Delaware

Quick Answer

To form a corporation in Delaware, file a Certificate of Incorporation with the Delaware Division of Corporations for $89 (as of April 10, 2026). You’ll need a registered agent with a Delaware address, and processing takes 1-2 weeks for standard filing. Delaware offers significant advantages including no state income tax for out-of-state operations and the prestigious Court of Chancery for business disputes.

Step-by-Step Formation Process

1. Choose and Reserve Your Corporate Name

   • Search the Delaware Division of Corporations database at corp.delaware.gov to ensure your desired name is available
   • The name must include “Corporation,” “Company,” “Incorporated,” or an abbreviation like “Corp.,” “Co.,” or “Inc.”
   • Consider reserving the name for 120 days if you’re not ready to file immediately

2. Appoint a Registered Agent

   • Secure a registered agent with a Delaware street address (P.O. boxes not accepted)
   • This can be yourself if you have a Delaware address, a Delaware resident, or a registered agent service

3. Prepare Your Certificate of Incorporation

   • Download the Certificate of Incorporation form from the Delaware Division of Corporations website
   • Include required information: corporate name, registered agent details, authorized shares, and incorporator information
   • Specify the number and type of authorized shares (common stock is typical for small businesses)

4. File the Certificate of Incorporation

   • Submit the completed Certificate of Incorporation to the Delaware Division of Corporations
   • Include the $89 filing fee
   • File online, by mail, or in person at the Division of Corporations office in Dover

5. Obtain Your EIN

   • Apply for an Employer Identification Number (EIN) from the IRS immediately after incorporation
   • This is required for tax purposes and opening business bank accounts

6. Create Corporate Bylaws and Hold First Board Meeting

   • Draft corporate bylaws outlining internal governance procedures
   • Hold your first board of directors meeting to adopt bylaws, elect officers, and issue stock certificates

Costs Breakdown

Item	Cost	Notes
Certificate of Incorporation Filing Fee	$89	Delaware Division of Corporations fee
Registered Agent (if using service)	$100-$300/year	Optional if you have Delaware address
EIN Application	Free	Apply directly with IRS
Corporate Kit/Seal	$50-$150	Optional but recommended
Attorney Fees (optional)	$500-$2,000	For complex structures

Total Minimum Cost: $89 (if serving as your own registered agent) Typical Total Cost: $300-$500 including registered agent service

Requirements Checklist

Before filing your Certificate of Incorporation, ensure you have:

• Unique corporate name that complies with Delaware naming requirements
• Registered agent with a Delaware street address
• Incorporator information (person filing the certificate)
• Authorized shares structure decided (number and type of shares)
• Filing fee of $89 ready for submission
• Business purpose defined (can be general “any lawful business”)

Optional but Recommended:

• Corporate bylaws drafted
• Initial directors identified
• Business bank account research completed

Tax Implications

Delaware offers significant tax advantages for corporations:

State Income Tax: Delaware does not impose state income tax on corporations that do not operate within Delaware. If your corporation conducts business in Delaware, it will be subject to Delaware’s corporate income tax rates of 2.2-6.6%.

Franchise Tax: All Delaware corporations must pay an annual franchise tax with a minimum of $175. The tax is calculated based on either:

• Authorized shares method: $85 for up to 5,000 shares, then additional fees for higher amounts
• Assumed par value capital method: Based on assumed par value and number of shares

Federal Taxes: Delaware corporations are subject to federal corporate income tax and must file Form 1120 annually.

Double Taxation: As a C-Corporation, profits are taxed at the corporate level, and dividends distributed to shareholders are taxed again on personal returns.

Ongoing Obligations

Delaware corporations must maintain compliance through several ongoing requirements:

Annual Franchise Tax: Due March 1st each year, with a minimum payment of $175. Late payments incur penalties and interest.

Annual Report: While Delaware doesn’t require a traditional annual report, corporations must file their franchise tax return annually, which serves a similar function.

Corporate Records: Maintain corporate books and records including:

• Stock ledger and transfer records
• Board of directors and shareholder meeting minutes
• Corporate bylaws and amendments
• Financial records

Registered Agent: Maintain a registered agent with a Delaware address at all times. Notify the Division of Corporations of any changes.

Good Standing: Keep franchise taxes current to maintain good standing status, which is required for various business activities.

Registered Agent

Delaware law requires all corporations to maintain a registered agent with a Delaware street address. The registered agent serves several critical functions:

Primary Responsibilities:

• Receive legal documents, tax notices, and official state correspondence
• Forward important documents to the corporation promptly
• Maintain regular business hours at the Delaware address

Options for Registered Agent Service:

1. Self-Service: If you have a Delaware street address and can maintain regular business hours
2. Professional Service: Registered agent companies typically charge $100-$300 annually
3. Delaware Resident: Any Delaware resident can serve as your registered agent

Important: The registered agent address becomes part of the public record. Many businesses prefer professional services to maintain privacy and ensure reliable document handling.

Common Mistakes to Avoid

1. Using P.O. Box for Registered Agent: Delaware requires a street address, not a P.O. Box, for registered agent service.

2. Inadequate Share Authorization: Authorizing too few shares can require costly amendments later. Consider future funding needs when determining authorized shares.

3. Ignoring Franchise Tax Deadlines: Missing the March 1st franchise tax deadline results in penalties and potential loss of good standing status.

4. Failing to Maintain Corporate Formalities: Not holding required meetings, maintaining minutes, or keeping proper records can jeopardize limited liability protection.

5. Mixing Personal and Business Assets: Commingling personal and corporate funds can lead to “piercing the corporate veil” and personal liability.

6. Not Obtaining Required Business Licenses: Incorporation doesn’t automatically grant permission to operate your specific business type—research industry-specific licensing requirements.

7. Forgetting Foreign Qualification: If conducting business in other states, you must register as a foreign corporation in those jurisdictions.

Related Guides

• How to Form Corporation in Arizona: 2026 Complete Guide
• How to Form Corporation in Louisiana: 2026 Complete Guide
• How to Form Corporation in Maryland: 2026 Complete Guide
• How to Form Corporation in Michigan: 2026 Complete Guide
• How to Form Corporation in Oklahoma: 2026 Complete Guide

FAQ

How long does it take to form a corporation in Delaware?

Standard processing takes 1-2 weeks after the Division of Corporations receives your Certificate of Incorporation. Expedited processing is available for an additional $50 fee and reduces processing time to 24 hours. Same-day processing is available for $1,000 in emergency situations.

Can I be my own registered agent in Delaware?

Yes, you can serve as your own registered agent if you have a Delaware street address and can maintain regular business hours at that location. However, many business owners prefer professional registered agent services for privacy and reliability reasons.

What’s the minimum number of directors required for a Delaware corporation?

Delaware law requires at least one director. The director(s) can be the same person as the incorporator and shareholder. Directors don’t need to be Delaware residents or U.S. citizens.

Do I need to specify a business purpose in my Certificate of Incorporation?

While you can specify a particular business purpose, Delaware allows you to use general language such as “to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.” This provides maximum flexibility.

How much does Delaware franchise tax cost for a new corporation?

The minimum annual franchise tax is $175, but the actual amount depends on your authorized shares. Corporations with 5,000 or fewer authorized shares of no par value stock pay $175. Higher amounts of authorized shares result in higher franchise tax calculations.

Can I form a Delaware corporation if I live in another state?

Absolutely. Delaware welcomes out-of-state incorporations and doesn’t require incorporators, directors, or shareholders to be Delaware residents. However, you’ll still need a registered agent with a Delaware address.

What happens if I don’t pay Delaware franchise tax on time?

Late franchise tax payments incur penalties and interest charges. If taxes remain unpaid, Delaware may eventually void your corporate charter, which means your corporation loses its legal status and good standing.

Do I need an attorney to form a Delaware corporation?

While not legally required, many business owners benefit from legal guidance, especially for complex corporate structures or when multiple shareholders are involved. Simple incorporations can often be completed without an attorney using online filing services or by filing directly with the state.

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This article provides general information for educational purposes only and should not be considered legal or tax advice. Consult with a qualified attorney or accountant regarding your specific business formation needs and circumstances.