How to Start a Corporation in Delaware
Learn how to start a corporation in Delaware — from choosing a name and filing your Certificate of Incorporation to getting an EIN and staying compliant. File for $0 + state fee with Bizee.
Bizee Editorial Staff
Editorial Team
Delaware corporation at a glance
Filing fee: $89 (Certificate of Incorporation, minimum — based on authorized shares)
Processing time: Standard: 3–5 business days. Expedited options available for same-day or 24-hour filing.
State agency: Delaware Division of Corporations (corp.delaware.gov)
Annual report due: Annual franchise tax report due March 1 each year
State tax rate: No state income tax on income earned outside Delaware. Franchise tax applies annually. Business license fee: $225/year.
How to start a corporation in Delaware
To start a corporation in Delaware, you file a Certificate of Incorporation with the Delaware Division of Corporations, appoint a registered agent with a Delaware address, and pay the state filing fee — which starts at $89 based on your authorized share structure. You don't need to live in Delaware or do business there to incorporate.
Why Delaware is a popular state for incorporation
Delaware is the most common state for incorporating a C Corporation — especially for businesses planning to raise venture capital or issue stock to investors. The state's Court of Chancery handles business disputes without a jury, which gives investors and founders more predictable outcomes. Delaware's corporate law is also the most developed in the country, which means attorneys and investors already know how it works.
Delaware corporations don't pay state income tax on income earned outside Delaware. If your business operates in another state, you'll still owe taxes there — but Delaware won't add a second layer on top. That said, Delaware does charge an annual franchise tax and a $225 business license fee, so factor those into your ongoing costs.
Ongoing compliance requirements
Delaware corporations have two recurring annual requirements: a franchise tax report and a business license renewal. The franchise tax report is due March 1 each year. Delaware uses 2 methods to calculate the franchise tax — the Authorized Shares Method and the Assumed Par Value Capital Method — and the amounts can vary significantly depending on your share structure. Many startups with large authorized share counts find the Assumed Par Value Capital Method results in a lower tax bill.
Plus, if your corporation operates in another state, you'll need to register as a foreign corporation in that state and meet its requirements separately. Delaware incorporation doesn't replace home-state registration.
FAQ
Yes. Delaware has no residency requirement for incorporators, directors, or officers. You don't need to live in Delaware or have a business address there. The only Delaware-specific requirement is a registered agent with a physical Delaware address — which a registered agent service can handle for you.
Yes, but not always to Delaware. A Delaware C Corporation doesn't pay Delaware state income tax on income earned outside the state. You'll owe federal corporate income tax to the IRS and state income tax wherever your business actually operates. Delaware does charge an annual franchise tax and a $225 business license fee regardless of where you earn revenue.
Standard processing through the Delaware Division of Corporations takes 3–5 business days. Expedited options are available for same-day or 24-hour filing for an additional fee. Once the state approves your Certificate of Incorporation, your corporation is officially formed.
It depends on your goals. A C Corporation is the standard choice for businesses planning to raise outside investment or issue multiple classes of stock — investors and venture capital firms expect it. An S Corporation passes income through to shareholders to avoid double taxation, but it limits you to 100 shareholders and one class of stock. A tax professional can help you figure out which structure fits your situation.
Forming a corporation in Delaware means filing a Certificate of Incorporation with the Delaware Division of Corporations — that's the legal act that creates the entity. "Company registration" is a broader term that can refer to forming any business entity (LLC, corporation, partnership) or registering an existing out-of-state business to operate in Delaware as a foreign entity. If you're starting a new corporation, you're filing a Certificate of Incorporation.
No, you don't need an EIN before filing your Certificate of Incorporation. But you'll need one before you open a business bank account, hire employees, or file federal taxes. Apply for an EIN using IRS Form SS-4 at irs.gov/ein — the online application is free and issues your EIN immediately during business hours.
