How to Start a Corporation in Delaware
Bizee helps entrepreneurs form a Delaware corporation in 6 steps. Learn about the Certificate of Incorporation, registered agent requirements, state fees, and more.
Bizee Editorial Staff
Editorial Team
Delaware corporation at a glance
Filing fee: $89 (Certificate of Incorporation, standard)
Processing time: Standard: 3–5 business days. Expedited options available for same-day or 24-hour processing at additional cost.
State agency: Delaware Division of Corporations (Delaware Secretary of State)
Annual report due: March 1 each year (franchise tax and annual report due together)
State tax rate: Corporate income tax: 8.7% of federal taxable income apportioned to Delaware. Franchise tax: calculated by authorized shares or assumed par value method.
How to start a corporation in Delaware
To form a corporation in Delaware, you file a Certificate of Incorporation with the Delaware Division of Corporations, appoint a registered agent with a Delaware address, adopt corporate bylaws, issue stock, and get an Employer Identification Number (EIN) from the IRS. The state filing fee starts at $89, and you can file online or by mail.
Why Delaware is a popular state for incorporation
Delaware is the most common state for incorporating a business — not because of geography, but because of its legal infrastructure. The Delaware Court of Chancery handles corporate disputes without juries, which means faster, more predictable outcomes. Delaware's General Corporation Law (DGCL) is one of the most developed corporate statutes in the country, and most venture capital firms and institutional investors are familiar with it.
Delaware also offers a few tax advantages worth knowing. Corporations that are formed in Delaware but don't do business there don't pay Delaware corporate income tax on out-of-state income. The state also offers incentives like the Angel Investor Tax Credit for qualified investors in Delaware-based small businesses. That said, if your business operates in another state, you'll still need to register there as a foreign corporation and pay that state's taxes — so the Delaware advantage is most meaningful for businesses raising outside capital or planning to go public.
Delaware corporation types: C Corp vs S Corp
When you file a Certificate of Incorporation in Delaware, the default entity type is a C Corporation. An S Corporation isn't a separate entity type — it's a tax election you make with the IRS after forming your corporation.
C Corporation: the default after filing. No limit on shareholders, can issue multiple classes of stock, and is the structure most investors and venture capital firms expect. Subject to corporate income tax at the entity level, and shareholders pay tax again on dividends — this is the double-taxation trade-off C Corps carry.
S Corporation: a tax status elected by filing IRS Form 2553 after formation. Profits and losses pass through to shareholders' personal returns, avoiding entity-level federal income tax. Restrictions apply: no more than 100 shareholders, all must be U.S. citizens or residents, and only one class of stock is allowed.
Most entrepreneurs raising venture capital or planning to issue stock options to employees form a C Corp. The S Corp election works better for smaller, closely held businesses where the owners want pass-through taxation without the complexity of an LLC operating agreement.
How to form a Delaware corporation
Forming a Delaware corporation follows a clear sequence. Each step below has a specific requirement — skipping one or getting the order wrong can delay your filing or create gaps in your corporate records.
Choose a corporate name: your name must include a corporate designator — 'Corporation,' 'Incorporated,' 'Company,' or 'Limited,' or an abbreviation like 'Corp.' or 'Inc.' It must be distinguishable from existing entities on record with the Delaware Division of Corporations. Check availability using the state's online Entity Name Search tool. You can reserve a name for 120 days by filing an Application for Reservation of Name with the Delaware Secretary of State.
Appoint a registered agent: every Delaware corporation must have a registered agent with a physical street address in Delaware. The registered agent receives legal notices and official state correspondence on behalf of your corporation. This can be an individual or a registered agent service.
File your Certificate of Incorporation: this is the document that officially creates your corporation. It must include your corporate name, the purpose of the corporation (a general statement is fine), the total number of authorized shares and any par value, and the name and address of your registered agent. File with the Delaware Division of Corporations. The standard filing fee is $89.
Decide your share structure: before filing, determine how many shares you're authorizing and at what par value. This affects your Delaware franchise tax calculation each year, so it's worth thinking through before you file rather than after.
Hold your organizational meeting and issue stock: after filing, the incorporator or board of directors holds an initial meeting to adopt bylaws, elect officers, and authorize the issuance of stock to founders.
Get an EIN: apply for an Employer Identification Number (EIN) from the IRS using Form SS-4. The online application is free and issues your EIN immediately if you have a U.S. address. You'll need the EIN to open a business bank account, hire employees, and file federal taxes.
Corporate bylaws and initial minutes
Delaware corporations are required to adopt bylaws, but you don't file them with the state. Bylaws are internal governing documents — they cover officer roles, how meetings are called and conducted, voting procedures, and how stock is issued. Under Delaware General Corporation Law (DGCL) § 107, bylaws can include any provision for managing the corporation's affairs that doesn't conflict with state law or your Certificate of Incorporation.
Keep your bylaws and meeting minutes at your corporation's registered office or principal place of business. Delaware doesn't require public filing, but these records are what you'll produce if your corporation is ever audited, involved in litigation, or going through due diligence for a funding round. Gaps in corporate records are one of the most common problems that surface during investor review.
Getting your EIN and Delaware tax registration
Every Delaware corporation needs an EIN for federal tax purposes. Apply online through the IRS — the application is free and you get your EIN immediately if you're a U.S. resident or your business has a U.S. address. If you're a non-resident founder, you'll need to apply by fax or mail using Form SS-4, which takes longer.
On the Delaware side, corporations doing business in the state are subject to an 8.7% corporate income tax on income apportioned to Delaware. If you have employees working in Delaware, you'll also need to register for Delaware withholding tax. Delaware's annual report and franchise tax are due together by March 1 each year — the franchise tax is calculated using either the authorized shares method or the assumed par value capital method, whichever produces the lower amount.
FAQ
Yes. Delaware has no residency requirement for forming a corporation. Non-U.S. residents and foreign nationals can form a Delaware corporation. The main requirement is that you appoint a registered agent with a physical Delaware address. Non-resident founders who need an EIN will need to apply by fax or mail using IRS Form SS-4 rather than the online portal, which adds processing time.
The standard filing fee for a Delaware Certificate of Incorporation is $89. Expedited processing is available for an additional fee — same-day and 24-hour options exist through the Delaware Division of Corporations. Beyond the formation fee, plan for annual franchise tax (minimum $175 under the authorized shares method) and the annual report fee of $50, both due by March 1 each year.
A Delaware S Corp isn't a separate entity type — it's a federal tax election made after you form a standard corporation. You file IRS Form 2553 to elect S Corp status. The difference from a C Corp is how income is taxed: S Corp profits and losses pass through to shareholders' personal returns, avoiding entity-level federal income tax. C Corps pay corporate income tax at the entity level, and shareholders pay again on dividends. S Corps have restrictions: no more than 100 shareholders, all must be U.S. citizens or residents, and only 1 class of stock is allowed.
Yes. Delaware C Corps pay federal corporate income tax on profits. If the corporation does business in Delaware, it also pays Delaware's 8.7% corporate income tax on income apportioned to the state. All Delaware corporations — regardless of where they operate — owe an annual franchise tax and must file an annual report by March 1. A corporation formed in Delaware that operates entirely in another state won't owe Delaware corporate income tax on that out-of-state income, but the franchise tax still applies.
You can file your Certificate of Incorporation online through the Delaware Division of Corporations. Before filing, check your proposed corporate name using the state's Entity Name Search tool to confirm it's available. You'll need your corporate name, registered agent's Delaware address, authorized share count, and the incorporator's name and address. The standard filing fee is $89. After the state approves your filing, you'll receive a stamped Certificate of Incorporation confirming your corporation exists.
Yes. Every Delaware corporation must have a registered agent with a physical street address in Delaware — a P.O. box doesn't qualify. The registered agent receives legal notices, service of process, and official state correspondence on behalf of your corporation. If you don't have a Delaware address, you'll need to use a registered agent service. The registered agent's name and address must appear in your Certificate of Incorporation.
Your Delaware corporation's name must include a corporate designator: 'Corporation,' 'Incorporated,' 'Company,' or 'Limited,' or an abbreviation like 'Corp.,' 'Inc.,' or 'Co.' The name must be distinguishable from existing entities on record with the Delaware Division of Corporations. It can't imply the business is a bank, trust company, or insurance company unless specifically authorized. Check availability using the state's online Entity Name Search tool before filing.
