Delaware Incorporation

The state of Delaware is known for one thing: corporations. Why? Because Delaware basically gave birth to the modern corporation. In the early 1900s, before Delaware restructured its corporate laws, Congress (yes, the federal government) decided whether or not you could own a corporation. Delaware changed all that by utilizing a simple process anyone could follow to incorporate their business. To this day, Delaware remains the incorporation capital of America and consistently ranks as the best place to incorporate a company.

Hire us to start your Delaware corporation! We’ll file your Certificate of Incorporation for just $45 (plus state fees) and provide a FULL year of our $29 local registered agent service. You’ll also get a FREE trial of Delaware Business Presence, which includes all the tools to establish an online presence for your corporation, giving you the best year-to-year value.

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Incorporate in Delaware

Delaware Corporation Advantages

Consistently, Delaware ranks as the best place to incorporate a business and more than half of the nation’s Fortune 500 companies choose to make Delaware their home. This is why companies register in Delaware:

1. Corporate laws and the Court of Chancery

The main reason corporations choose Delaware is because of our state’s reliable business laws. Unlike other states, Delaware has a special court (called the Court of Chancery) specifically for businesses. Disputes are argued before a judge (not a jury) with vast experience in Delaware business law. If your Delaware corporation is ever involved in a lawsuit, this could save you lots of time and money.

2. Tax advantages

Per Delaware state law (30 DE Code § 1902), Delaware corporations that don’t conduct business in Delaware are exempt from paying the Delaware corporate income tax. For example, let’s say you own a corporation that does business throughout the U.S. To receive a tax benefit, you can form a Delaware holding company. Then, you can assign all of your corporation’s intangible investments (such as patents, trademarks, or trade names) to your holding company. Now, the corporation doing business throughout the U.S. can lease the use of each patent, trademark, or trade name from the newly formed holding company. Because Delaware doesn’t tax income earned from intangible assets, you can avoid paying taxes on money earned from any patents, trademarks, trade names, etc.

3. Privacy Protection

Delaware corporations (especially compared to other states) require little personal information on corporate filings. So, directors and shareholders can keep their personal information secure. When you sign up for our $29 local registered agent service, we’ll list our Delaware business address (not yours) on all public forms.

4. Simple maintenance

Unlike other states, the Delaware Annual Report is simple to complete and file. It is also due on the same day each year.

5. Status

A Delaware corporation is like an expensive suit. It looks professional, and investors tend to take you more seriously. Banks and other professionals feel comfortable with Delaware
corporations—they know how a corporation works and the responsibilities of shareholders. Corporations are familiar, which, to many, means security.

If you’re ready to start your Delaware corporation, sign up now!

Are Delaware Corporations Advantageous for Small Businesses?

The simple answer is yes. Asset protection is the primary reason businesses incorporate in Delaware or anywhere else. Starting a corporation allows business owners to separate their personal assets from business assets. And, if your business ever faces legal action, your corporation can keep your personal assets from being seized.

Delaware corporations can give small businesses other benefits, as listed below:

• No business license required. Most holding companies in Delaware are not required to obtain a business license. However, if you plan on conducting business within the state, you may need a license. Check out our Delaware Business License page for more information.
• Security. The Delaware Certificate of Incorporation requires minimal personal information, which helps keep your private information away from the general public.
• Less expensive than an LLC. Although LLCs are traditionally less expensive than corporations, many corporations cost less annually to maintain in Delaware. How? Delaware corporations that authorize 1500 shares or less could only pay $50 for their annual report and $175 for the annual franchise tax, bringing the total annual payment to $225, compared to the $300 annual tax fee LLCs must pay.
• Corporate tax exemptions. A corporation that maintains a corporate office in Delaware, but doesn’t do business in our state is exempt from paying the state corporate income tax. Delaware corporations that elect to be taxed as an S corporation are also not required to pay the corporate income tax.

Can I incorporate in Delaware if I live in a different country or state?

Yes. Delaware corporations’ only physical requirement is that they have and maintain a registered agent in the state. When you hire us to start your Delaware corporation, we provide a year of registered agent service for just $29. We also offer mail forwarding and virtual office packages starting at $49 a year.

Some of the benefits of incorporating in Delaware as a nonresident are listed below:

• No sales tax. Delaware does not have a state sales tax, which can save your corporation money on purchases made within the state.
• No state income tax. Delaware corporations that do not conduct business within the state are not required to pay state corporate income taxes. Remember, however, that you may still be obligated to pay income taxes in your home state or country.
• No ad valorem tax. Our state doesn’t have a tax on intangible personal property (think stocks, trademarks, or brand identity). If the same applies to your home state or country, you shouldn’t have to pay any intangible personal property taxes.

Should I incorporate or form an LLC in Delaware?

The primary difference between a Delaware corporation and an LLC is formalities. Corporations require a board of directors, annual shareholder meetings, and resolutions. LLCs are more flexible–they can choose to be managed by members or managers and don’t require annual meetings.

LLCs also have more tax options than corporations. By default, LLCs are taxed as pass-through entities. However, they can opt to be taxed as an S Corp or a C Corp. Corporations, on the other hand, are taxed as a C Corp (by default) and can only opt to be taxed as an S Corp.

The final decision, of course, is entirely up to you (the business owner). But remember, a Delaware corporation often carries more prestige than an LLC. If you’re hoping to raise money, potential investors may feel more comfortable with stock agreements, which can be sold and traded easier than ownership of an LLC.

How to Incorporate in Delaware

The easiest way to incorporate in Delaware is to hire us. For just $45 plus state fees, we’ll file your Certificate of Incorporation and provide a year of our $29 local registered agent service. You’ll also get a secure online account, 24/7 access to our library of business resources, and a FREE trial of Delaware Business Presence, which includes web, domain name, SSL security for your website, business email, and phone service.

But if you’d rather do it yourself, follow the steps outlined below.

1. File Certificate of Incorporation

Delaware corporations are formed by filing a formation document called a Certificate of Incorporation with the Delaware Division of Corporations. The minimum filing fee is $109. Here’s a list of everything you’ll need to include:

1. The name of your corporation
2. The name and street address of your Delaware registered agent
3. Amount of stock authorized and the par value per share (you aren’t required to set a par value)
4. Name, address, and signature of the person filing your Certificate of Incorporation

2. Submit online or mail the completed Certificate of Incorporation to the Delaware Division of Corporations

After completing the Certificate of Incorporation, you can file by mail or online. The minimum filing fee is $109.

Mail:
Delaware Division of Corporations
401 Federal Street – Suite 4
Dover, DE 19901

Online:
Completed applications can be submitted on the Delaware eCorp Business Services website.

Standard processing can take several weeks, depending on the state’s current workload. If you need faster turnaround, you can pay an additional fee for expedited service:

• 1 hour: $1000
• 2 hours: $500
• Same-day: $100
• 24-hours: $50

3. File a Beneficial Ownership Information Report with the Financial Crimes Enforcement Network

As of January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) requires the majority of new corporations to file a Beneficial Ownership Information (BOI) report within 30 days of incorporation. (Companies formed in 2024 have 90 days to file.) You can submit your report online at no cost.

On the report, you’ll need to include the name, address, and tax (or personal identification number) of your corporation, any person who owns at least 25% of your company and/or has substantial control over business decisions, and whoever files your Certificate of Incorporation. The information provided in your report is private and will not be shared with the public.

Can you file my BOI report for me?

Yes. For an additional $25, we’ll file your corporation’s mandatory BOI report. We’re here to make sure the process of forming your business in Delaware is easy. That’s why—in addition to making sure you have all the tools to succeed and remain in good standing with the state—we’re prepared to take on the task of filing your BOI report.

Delaware Corporation Costs and Fees

The minimum state fee to file a corporation in Delaware is $109, but the fee can vary depending on the number of shares or the par value of shares. To keep your initial incorporation fees at the minimum:

• Authorize 1500 or fewer shares with a 0 par value.
• Or, if you would like to have millions of authorized shares, ensure that authorized shares multiplied by par value equals less than $75,000.

The Division of Corporations offers fee calculators on its website, which also add in the filing fees for the total amount due.

Delaware corporation maintenance costs:

Domestic corporations in Delaware must file an annual report ($50) on or before March 1st each year. You’ll also be required to file and pay a Delaware Corporate Franchise Tax (minimum $175). However, there are two methods for calculating this tax: Authorized Shares and Par Value Capital. The par value capital method has a $350 minimum tax. For assistance calculating your franchise tax, you can use the Delaware Franchise Tax Calculator.

Are Delaware corporations required to have bylaws?

There is no state statute stating that a Delaware corporation must have bylaws. However, you could be required to have bylaws to open a bank account for your corporation. When you hire us to start your Delaware corporation, we’ll provide attorney-drafted bylaws you can customize to fit your needs. To learn more, check out our Corporate Bylaws page.

What if I want to form a nonprofit organization?

In most cases, nonprofit organizations are a type of corporation. See our Delaware Nonprofit Corporation page for more information.

Why incorporate with A Registered Agent Inc.?

When you hire A Registered Agent Inc. to start your Delaware corporation, the process is fast and simple. Here’s a quick breakdown of what makes our services the best year-to-year value:

• Transparent pricing: Our Delaware incorporation service includes a full year of our $29 registered agent service. That’s it—just $29 a year, every year.
• FREE mail forwarding: Up to 3 mail scans each year.
• FREE trial of Delaware Business Presence: Get all the tools to establish an online business presence for your Delaware corporation.
• Guidance from Delaware business experts: We only file where we live, in Delaware. It’s all we do.
• Privacy protection: Unlike national companies, we’ll keep your information secure and private. At A Registered Agent Inc., we respect your privacy and do all we can to maintain it.
• Option to add additional services at checkout: When you add our Trade Name Service, we’ll register a DBA for your corporation for just $125 plus county fees. We also offer mail forwarding and virtual office packages starting at $49 a year.

What are you waiting for? Start your Delaware corporation today!