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When incorporating in Delaware with LegalZoom, we not only file your articles of incorporation with the Delaware Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Delaware corporation.
Delaware Incorporation Information
Incorporating in Delaware
The name that you choose for your Delaware corporation must be distinguishable from any other registered or authorized Delaware business entity and any reserved names on record, subject to certain exceptions under state law.
LegalZoom allows you to choose up to 3 names, in order of preference. When you form a Delaware corporation, we will conduct a name check before filing to see which names are available.
In addition, the name must contain one of (or an abbreviation of) the following words or words of similar import in another language:
Certificate of Incorporation:
When incorporating in Delaware, a certificate of incorporation must be filed with the Delaware Secretary of State. Delaware law requires that certain information be included in your certificate of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more persons.
- Eligibility Requirements: An incorporator who is a natural person must be at least eighteen years old.
- Duties: Delivering a certificate to the secretary of state for filing. Those incorporating in Delaware may adopt initial bylaws if not already done so by the board of directors.
Delaware allows a corporation to be formed for any lawful business activity A brief statement as to the purpose (or a statement that the corporation may engage in any lawful act) must be listed in the certificate of incorporation.
- Minimum Number of Directors: One or more.
- Eligibility Requirements –A director must be a natural person. The certificate of incorporation or bylaws may prescribe other qualifications for directors.
- Listing Requirements –Not required to be listed.
Other Required Listing Information:
- The classes, number and par value of shares that the corporation is authorized to issue, must be listed in the certificate of incorporation.
- Name and address of the registered agent.
- Name and address of each incorporator.
- Name and address of each director to take office prior to the first annual meeting, if any.
Delaware also permits optional provisions to be integrated into the certificate of incorporation for corporations who wish to formalize additional criteria, including:
- Any limitation on the duration of the corporation's existence
- Any shareholder preemptive rights
- Limitations on the personal liability of directors to the corporation or its shareholders for money damages under certain circumstances
- The right of directors to amend or repeal bylaws
- The ability for shareholders to take action by written consent without a meeting.
Bylaws govern a Delaware corporation's business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the government. The board of directors of a corporation may adopt, amend or repeal bylaws, unless the articles reserve this right for the shareholders. Officers may either be listed in the bylaws or elected by the board in compliance with the bylaws.
LegalZoom can also provide your business with Delaware registered agent services. Every Delaware corporation must have a registered agent in Delaware: a registered agent is the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Annual Franchise Tax Report:
- Eligibility Requirements - The registered agent must either be (1) an individual resident of the state or (2) a corporation, limited partnership, limited liability company or domestic statutory trust with authority to transact business in Delaware, whose business office is the same as the registered office.
Each year on or before March 1, a Delaware corporation must file a franchise tax report with the Delaware Secretary of State. This report must include the corporation's registered name and office, names and addresses of the corporation's directors and up to two officers.
There are two methods for calculating the annual franchise tax: (1) The Authorized Shares Method, which is based on the number of shares authorized in the Certificate of Incorporation, and (2) the Assumed Par Value method, which is based on the corporation's total assets divided by the number of shares. The minimum franchise tax is $35.
For more information on calculating the annual franchise tax, please see http://www.state.de.us/corp/frtaxcalc.shtml
Income Tax Rate:
Delaware corporations are not subject to corporate income tax.
If your primary business office is outside of Delaware and you do business in that state, you may be required to register as a "foreign corporation" in your home state.