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
Also Read
- File Alabama Certificate of Incorporation
- File Alaska Articles of Incorporation
- File Arizona Articles of Incorporation
- File Arkansas Articles of Incorporation
- File California Articles of Incorporation
- File Colorado Articles of Incorporation
- File Connecticut Certificate of Incorporation
- File DC Articles of Incorporation
- File Delaware Certificate of Incorporation
- File Florida Articles of Incorporation
- File Georgia Articles of Incorporation
- File Hawaii Articles of Incorporation
- File Idaho Articles of Incorporation
- File Illinois Articles of Incorporation
- File Indiana Articles of Incorporation
- File Iowa Articles of Incorporation
- File Kansas Articles of Incorporation
- File Kentucky Articles of Incorporation
- File Louisiana Articles of Incorporation
- File Maine Articles of Incorporation
- File Maryland Articles of Incorporation
- File Massachusetts Articles of Incorporation
- File Michigan Articles of Incorporation
- File Minnesota Articles of Incorporation
- File Mississippi Articles of Incorporation
- File Missouri Articles of Incorporation
- File Montana Articles of Incorporation
- File Nebraska Articles of Incorporation
- File Nevada Articles of Incorporation
- File New Hampshire Articles of Incorporation
- File New Jersey Certificate of Incorporation
- File New Mexico Articles of Incorporation
- File New York Certificate of Incorporation
- File North Carolina Articles of Incorporation
- File North Dakota Articles of Incorporation
- File Ohio Articles of Incorporation
- File Oklahoma Certificate of Incorporation
- File Oregon Articles of Incorporation
- File Pennsylvania Articles of Incorporation
- File Rhode Island Articles of Incorporation
- File South Carolina Articles of Incorporation
- File South Dakota Articles of Incorporation
- File Tennessee Charter for Profit Corporation
- File Texas Certificate of Formation – For Profit Corporation
- File Utah Articles of Incorporation
- File Vermont Articles of Incorporation
- File Virginia Articles of Incorporation
- File Washington Articles of Incorporation
- File West Virginia Articles of Incorporation
- File Wisconsin Articles of Incorporation
- File Wyoming Articles of Incorporation
Why Delaware Certificate of Incorporation is So Important
One key reason is the state’s long history of business-friendly laws and regulations. Delaware has been a preferred state for incorporation for over a century, consistently maintaining a legal framework that is favorable to businesses of all sizes and industries. The state’s court system is renowned for its expertise in corporate law, providing businesses with a reliable and predictable legal environment in which to operate.
Another important factor is the flexibility and simplicity of Delaware’s incorporation process. The state offers a streamlined registration process, allowing businesses to easily and quickly establish themselves as legal entities. The Certificate of Incorporation acts as the foundational document for a corporation, outlining key information such as the company’s name, purpose, authorized shares, and initial directors. This document is crucial for defining the structure and operation of the business, as it sets forth the rights and responsibilities of shareholders, directors, and officers.
Furthermore, Delaware’s Certificate of Incorporation provides businesses with a number of advantages over incorporating in other states. For one, Delaware offers strong protections for directors and officers, shielding them from personal liability in most cases. This can be a significant draw for individuals looking to start a business, as it provides a level of security and peace of mind that may not be available in other jurisdictions.
In addition, Delaware’s corporation laws are continuously updated to reflect current business practices and trends. This ongoing commitment to innovation ensures that Delaware remains at the forefront of corporate law, offering businesses the most up-to-date and responsive legal framework possible. This adaptability is crucial in today’s rapidly changing business landscape, where staying ahead of the curve is essential for success.
Finally, many investors and lenders prefer to do business with Delaware corporations, as they are seen as more established and reliable entities. By obtaining a Delaware Certificate of Incorporation, businesses can enhance their credibility and potential for investment, opening up opportunities for growth and expansion.
In conclusion, the Delaware Certificate of Incorporation is a vital document for any business looking to establish itself as a legally recognized entity. With its business-friendly laws, streamlined process, and ongoing commitment to innovation, Delaware offers numerous advantages over other states for corporate formation. The importance of the Certificate of Incorporation cannot be overstated, as it provides the framework and foundation for businesses to thrive and succeed in today’s competitive marketplace.
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.