Download - How to Incorporate in Delaware
Choose a corporate structure
• Incorporating means forming a corporation, a state legal entity
• C-Corp and S-Corp are tax classifications, not structures
• For a comparison of entities, click here
Check name availability• Do a name search with the Delaware Secretary
of State, Division of Corporations• Your name cannot conflict with an existing one• Licensing boards (e.g. doctors, lawyers) require
name pre-approval
Appoint a registered agent• You are required to maintain a registered
agent in Delaware• The agent receives notice of lawsuit and legal /
government notices• Can be an individual with an address in the
state (not P.O. Box) or a commercial agent.
File Articles of Incorporation• Form INCSTK09: Certificate of Incorporation for a
Stock Corporation• Fee: $89• Include a cover letter• Mail to Delaware Department of State• Turnaround: 3 weeks. Add $50 for 24 hour
expedite, $100 for same day, $500 for 2 hour,$1,000 for one hour
Bylaws and Records
• Keep your articles, affidavits, and other important documents
• Draft bylaws for the organization • Record kit & templates save time!
Appoint Initial Directors
• These directors serve on the board until the annual meeting of shareholders
• Appointed by incorporator• Documented in corporate records
Hold Organizational Meeting
• Consists of incorporators and/or initial directors• Keep minutes of this meeting• Appoint officers (e.g. President, Secretary)
Issue Stock Certificates
• Owners may be issued stock certificates as proof of ownership
• Secretary’s stock ledger records issued stock• Stock certificates included in Records Kit
Obtain EIN
• Federal Employer Identification Number• Required for corporations• File Form SS-4 with IRS by mail, fax, or online
DE Business License & Tax IDs
• Must obtain DE Business License• File:
Form CRA: Combined Registration Application for State of Delaware Business License and/or Withholding Agent
• Submit to Delaware Department of Revenue• Fee: $75 for first license + applicable license fees
Consider S-Corp Election
• By default, the corporation is taxed as a C-Corp• Consider S-Corp for tax savings as a small
business• IRS Form 2553
Obtain Applicable Licenses
• To run your business legally, you may need a host of local, state, or federal licenses and permits
• Search your requirements on SBA.gov
Ongoing Activities
• Annual report with Secretary of State• Board meetings• Annual shareholder meeting• Maintain a registered agent• Update the government with address change
For More Info:
• How to Incorporate in Delaware• Email: info [AT] HarborCompliance [DOT] com
The information contained in this presentation is not legal, financial, or tax advice. Harbor Compliance is not a legal or accounting firm.
Copyright Harbor Business Compliance Corporation 2014
