How to File Delaware Certificate of Incorporation


Steve Goldstein
Steve Goldstein
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File Delaware Certificate of Incorporation

Incorporating a business is essential for entrepreneurs looking to establish their venture as a separate legal entity. By filing Certificate of Incorporation, business owners in Delaware can enjoy myriad benefits, such as limited liability, tax advantages, and increased credibility. However, the incorporation process may seem daunting for many, especially those not well-versed in the legal intricacies of their state. This article is a comprehensive guide on how to file Delaware Certificate of Incorporation, taking you through the necessary steps and requirements to establish your corporation successfully.

Whether you are a startup founder or a seasoned business owner, understanding the process of filing Certificate of Incorporation in Delaware, popularly known as The First State, is crucial for the seamless formation of your corporation. The following sections will outline the paperwork, fees, and registration procedures specific to Delaware, along with tips on navigating potential roadblocks and ensuring your application is approved. Let’s dive in and explore the ins and outs of incorporating your business in Delaware.

What is Certificate of Incorporation in Delaware?

The Certificate of Incorporation is a legal document required to file with the state government to legalize the creation of your corporation. In other words, filing these documents with the Delaware Secretary of State ensures the formation of the corporation in Delaware officially. The Certificate of Incorporation is similar to filing the Delaware LLC Certificate of Formation while filing an LLC in Delaware.

Delaware, also known as The First State, has some rules when it comes to file the Certificate of Incorporation. We shared the step-by-step process here to file the incorporation document with the Delaware SOS. Checking with the SOS is recommended for more information.

It is always wise to consult a legal professional before you file your company under the Delaware SOS. FIling process can be easy, but it is sensitive. If you miss anything, it can totally stope the filing process.

– LLCBuddy Editorial Team

How to File Delaware Certificate of Incorporation

You can file the Certificate of Incorporation in several ways based on the state you are willing to start your corporation. In Delaware, you can file it in three ways, online, by mail and fax. The details are similar to the details you need when forming an LLC. Here are the details you must submit while filing the documents-

Step 1: Get the Form and Enter the Details

The first step is to get the Certificate of Incorporation form from the Delaware Secretary of State. You will get both offline and online forms on the site, as available. You must pay the $89 for filing online, fax and by mail when submitting the form. Following are the details you must add to your incorporation form-

Name of the Entity

The first thing you need to do is submit your company’s name. Make sure to mention the exact name of the company that you decided on. Like the LLC naming guidelines, you must also follow the Delaware corporation naming requirements too. There are a few points to note when you name your company. They are,

  • You cannot have a name used by other companies or businesses.
  • You cannot have any name that is misleading or the same as government organizations.
  • Banks, Insurance, Insurer, or any such names cannot be used as they reflect the financial organization.
  • You must add terms like corporation, limited, company, incorporated, or incorporation. You can also add abbreviations like co., ltd., inc., and corp instead of the above terms.

Address of the Corporation

The next section of the form is to provide your main address. It is necessary to have a physical street address in Delaware. For those running an online business, you must provide any address in the state (including your home address) where you will receive all the business and legal documents and mail. While sharing your address, make sure not to use abbreviations, such as N.Y. for New York or L.A. for Los Angeles.

Delaware Registered Agent

The next point is to provide information about the Registered Agent. The Delaware Registered Agent is an individual or business entity that is responsible for receiving all the legal and official documents on behalf of the company. They must be aged above 18 years and have eligibility to conduct business in the state. The Registered Agent should be legit and experienced because, in case of any lawsuit, you need an expert to handle your issues. In most cases, the Registered Agent’s official address is the company’s official mailing address. If you form an LLC, hiring a registered agent is the most crucial step in the process.

Shares and Stocks

The next important information you must provide is about the stocks and shares. While filing the Certificate of Incorporation, you must mention a minimum of one share. In Delaware, to start a corporation, you need at least One director(s) initially. When filing the incorporation documents, you must provide the share of directors in the corporation. It decides the ownership of the company.

If you amend Delaware Certificate of Incorporation in the future, you will not be able to change the initial directors. You might need an additional form to change the initial directors’ details. You must check with the Delaware SOS while filing the Certificate of Incorporation amendment.

Additional Documents

You might need additional documents to submit along with the incorporation documents. In Delaware, you can attach a cover letter with the documents as an additional document. if you are willing to start a foreign corporation in Delaware, then you must add one document along with the Certificate of Incorporation. Foreign corporations in Delaware must submit the Delaware Certificate of Good Standing along with the incorporation documents.

Signature

Finally, the signature of the directors and shareholders are required on the form. You can have more than one share and director. All your initial directors must submit their official signature while filing the corporation in Delaware. Get their signatures to file the Certificate of Incorporation.

Step 2: Submit the Certificate of Incorporation in Delaware

Once you are done filling up the form, now it is time for you to submit it. The form can be submitted in three ways, online, by mail and fax. Checking with a legal professional or a formation service while filing your corporation is recommended. It is sensitive, and one mistake can stop the entire filing process immediately.

  • Online filing: Get the online form from Secretary of State, fill it up, and submit. Don’t refresh the page during the process. It will erase everything.
  • Offline filing: Send the form by mail to Delaware Division of Corporations, 401 Federal Street, Suite 4 Dover, DE 19901 or Fax it to 302-739-3812

Cost of Filing the Certificate of Incorporation in Delaware

The cost of filing the Certificate of Incorporation in Delaware is an important aspect to consider when starting a new business. This one-time fee is necessary for officially registering your corporation with the Secretary of State and can vary depending on the specific requirements and regulations of Delaware. In some cases, additional fees may be required for expedited processing or other optional services. It is crucial for entrepreneurs to budget for this expense and research the specific costs associated with their Delaware in order to ensure a smooth and successful incorporation process. To file the Certificate of Incorporation in Delaware, you must pay a filing fee. The filing fee is $89 for filing online, fax and by mail.

FAQs

What is a Delaware Certificate of Incorporation?
A Delaware Certificate of Incorporation is an official document that serves as official recognition from the state of Delaware that your company has been officially incorporated.
How do I file a Delaware Certificate of Incorporation?
To file a Delaware Certificate of Incorporation, you must first register your company by filing the Certificate of Incorporation with the Delaware Division of Corporations.
What information do I need to file a Delaware Certificate of Incorporation?
When filing a Delaware Certificate of Incorporation, you will need to provide information such as the name of your company, the address of your registered office, the name and address of each incorporator, the name and address of each initial director, the purpose of the corporation, and the class of stock to be issued.
How long does it take to file a Delaware Certificate of Incorporation?
The filing process for a Delaware Certificate of Incorporation typically takes about one to two business days.
How much does it cost to file a Delaware Certificate of Incorporation?
Filing a Delaware Certificate of Incorporation costs $89.
How often do I need to file a Delaware Certificate of Incorporation?
Once your Delaware Certificate of Incorporation is filed, you do not need to file it again. However, you must file an annual report with the Delaware Division of Corporations each year.
What are the benefits of forming a Delaware corporation?
Forming a corporation in Delaware offers several advantages, including legal protection for the owners of the corporation, easy access to venture capital, and favorable tax laws.
What happens after I file a Delaware Certificate of Incorporation?
After you file a Delaware Certificate of Incorporation, you will receive an official filing receipt from the Delaware Division of Corporations. This filing receipt serves as proof of your company’s incorporation.
Is a Delaware Certificate of Incorporation required to start a business?
Yes, a Delaware Certificate of Incorporation is required in order to legally form a business in Delaware.
Is a Delaware Certificate of Incorporation necessary to do business in other states?
While a Delaware Certificate of Incorporation is not required to do business in other states, you may need to register as a foreign entity in order to do business in a particular state.
Do I need a Delaware Certificate of Incorporation to open a business bank account?
Yes, most banks require a Delaware Certificate of Incorporation in order to open a business account.
Can I file a Delaware Certificate of Incorporation online?
Yes, you can file a Delaware Certificate of Incorporation online through the Delaware Division of Corporations website.
How do I amend a Delaware Certificate of Incorporation?
To amend a Delaware Certificate of Incorporation, you must first file an amendment with the Delaware Division of Corporations.
How do I dissolve a Delaware corporation?
To dissolve a Delaware corporation, you must first file a Certificate of Dissolution with the Delaware Division of Corporations.
What is the Delaware Division of Corporations?
The Delaware Division of Corporations is the state agency responsible for registering and regulating business entities and nonprofit organizations in Delaware.
Who can file a Delaware Certificate of Incorporation?
Any individual, partnership, or other business entity may file a Delaware Certificate of Incorporation.
Does Delaware require an annual report for corporations?
Yes, Delaware requires corporations to file an annual report each year in order to maintain their good standing with the state.
What happens if I don’t file an annual report in Delaware?
If you fail to file an annual report with the Delaware Division of Corporations, your business may be subject to administrative dissolution.
Does Delaware require a registered agent?
Yes, Delaware requires all corporations to have a registered agent who is authorized to accept legal documents on behalf of the corporation.
Does Delaware have a corporate income tax?
Yes, Delaware has a corporate income tax of 8.7%.
Does Delaware have any special tax incentives for corporations?
Yes, Delaware offers several tax incentives for corporations, including a Moderate Income Tax Rate and Capital Gains Tax Exclusion.
Does Delaware require corporations to hold annual meetings?
Yes, Delaware requires all corporations to hold an annual meeting of shareholders, directors, and officers.
Does Delaware require corporations to keep corporate records?
Yes, all corporations must keep accurate records of their financial and corporate activities.
What is the purpose of a Delaware Certificate of Incorporation?
The purpose of a Delaware Certificate of Incorporation is to create a legal entity in the state of Delaware and to provide official recognition from the state that your company has been officially incorporated.
Is a Delaware Certificate of Incorporation the same as a business license?
No, a Delaware Certificate of Incorporation is not the same as a business license. A business license is a permit that authorizes you to legally conduct business in the state of Delaware.
What is the difference between a certificate of incorporation and a certificate of organization?
While both documents are used to form a business entity, a certificate of incorporation is used to form a corporation in Delaware, while a certificate of organization is used to form a limited liability company (LLC).
Is a Delaware Certificate of Incorporation required to open a bank account in Delaware?
Yes, a Delaware Certificate of Incorporation is required in order to open a business bank account in Delaware.
Is a Delaware Certificate of Incorporation required to do business outside of Delaware?
No, a Delaware Certificate of Incorporation is not required in order to do business outside of Delaware. However, you may need to register as a foreign entity in order to do business in a particular state.
Why should I incorporate my business in Delaware?
Delaware is widely recognized as one of the most business-friendly states in the U.S. Incorporating in Delaware offers a number of advantages, such as limited liability protection for business owners and flexible corporate laws.
What fees do I need to pay to file a Delaware Certificate of Incorporation?
The filing fee for a Delaware Certificate of Incorporation is $89.
What other documents do I need to submit to the Delaware Secretary of State?
In addition to the Certificate of Incorporation, you may need to submit other documents, such as a Certificate of Good Standing and/or an Annual Report.
What other services does the Delaware Secretary of State provide?
In addition to filing documents, the Delaware Secretary of State provides a range of services, including name availability searches, document retrieval, and business entity searches.

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Why Delaware Certificate of Incorporation is So Important

First and foremost, the Delaware Certificate of Incorporation provides companies with a level of credibility and legitimacy. Delaware has a strong reputation for being a business-friendly state, with a legal system that is well-established and well-respected. By incorporating in Delaware, companies signal to potential investors, customers, and partners that they are serious about their business and are committed to operating in a transparent and responsible manner.

Additionally, the Delaware Certificate of Incorporation offers companies a high degree of flexibility in how they structure their business. Delaware law allows for a wide range of corporate structures, giving companies the freedom to tailor their organizations to best meet their needs. Whether a company wants a simple structure with one founder or a complex structure with multiple shareholders and directors, Delaware provides the legal framework to make it happen.

Another key reason why the Delaware Certificate of Incorporation is so important is the protections it offers to company directors and officers. Delaware law has strong protections in place to shield directors and officers from personal liability for the actions of the corporation. This means that individuals who serve in these roles can focus on making decisions that are in the best interests of the company, without having to constantly worry about potential personal legal risks.

Furthermore, the Delaware Certificate of Incorporation offers companies a level of privacy that is hard to come by in other states. Delaware law allows for the use of nominee directors and officers, which can help companies maintain a level of confidentiality around their ownership and management structure. This can be especially important for companies that value their privacy and want to avoid unwanted attention.

One final reason why the Delaware Certificate of Incorporation is so important is the access to Delaware’s specialized court system. Delaware has a separate court system, the Delaware Court of Chancery, which is dedicated to resolving corporate disputes. This court is staffed by judges who have extensive experience in corporate law, making them well-equipped to handle complex legal matters that arise in the business world. Having access to this specialized court system can give companies added peace of mind knowing that any legal issues that may arise will be dealt with quickly and fairly.

In conclusion, the Delaware Certificate of Incorporation is a crucial document that offers a range of benefits to companies that choose to incorporate in Delaware. From credibility and flexibility to legal protections and privacy, the Delaware Certificate of Incorporation provides companies with the foundation they need to succeed and grow.

Conclusion

In conclusion, the process of filing Delaware Certificate of Incorporation is a crucial step for businesses looking to establish their presence in the state. This legal document serves as the foundation of the company’s structure and outlines essential information, such as the company’s name, purpose, and management team. To ensure a smooth and successful filing process, it is vital for business owners to familiarize themselves with the State of Delaware’s requirements, adhere to the applicable laws and regulations, and provide accurate and complete information in the Certificate of Incorporation.

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