Start Your Business

Start Your Business

A short guide to the steps, timing and cost of forming a Delaware corporation or limited liability company.

The first step to forming a business in the U.S.A. is to select your business structure:

Corporation (Inc.): A business entity where ownership is represented by shares of stock. The business is managed by a board of directors who are not personally liable for obligations and liabilities of corporation. Any person, partnership, association or corporation without regard to such person's or entity's residence, domicile or state of incorporation, may incorporate. A Delaware corporation may conduct business in any state in the United States and abroad.

Limited Liability Company (LLC): A business entity where no member or manager is liable personally for any debt, obligation, or liability of the entity solely by virtue of his/her status as a member or manager. The owner or manager of a Delaware LLC is not required to be a natural person, nor a citizen or resident of the United States. There is no requirement that a Delaware LLC carry on business activities or establish or maintain any place of business.

Statutory Trust (ST): An efficient and popular entity for preserving property and conducting business. Delaware STs are widely viewed as the preferred vehicle for certain structured finance transactions, such as asset securitizations. The business and affairs of a Delaware ST are typically managed by its trustees, but a governing instrument may provide for management of the entity in whole or in part by beneficial owners or other persons.

Captive Insurance Company (CIC): An insurance company that is wholly owned by a parent company to insure the specific needs of the company.

Public Benefit Corporation (PBC): A business entity that allows entrepreneurs and investors to create a for-profit Delaware corporation intended to produce public benefits and operate in a responsible and sustainable manner. Managed by a board of directors, a PBC is required to manage the business and affairs of the corporation in a manner that balances the stockholders' economic interests, the specific public benefits listed in the company's certificate of incorporation and the best interests of those materially affected by the corporation's conduct.



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Form a Business
Choose a Business Name
Check online to see if the company name you want is available. You can reserve the name online for a $75 fee.

Appoint a Registered Agent
Delaware requires that you appoint a registered agent to receive service of process and other state correspondence on behalf of your company.
You can act as your own agent if you have a Delaware address (as opposed to a post office box), and a natural person is available at that address during business hours. You can appoint someone else, such as your attorney or your accountant, or use a service company. The cost for a registered agent service company can range from $50 to more than $300.

Complete a Certificate of Incorporation
Delaware's Certificate of Incorporation requires the name of the corporation, the name and address of its registered agent, the purpose of the corporation, and the total number of shares the corporation is authorized to issue. The standard fee for filing the Certificate of Incorporation in Delaware is $89. Processing time for a standard filing is generally measured in days, rather than weeks or months. Expedited filing is available for overnight or even same-day service, for an additional fee.

Remain in Good Standing
All Delaware corporations are required to file an annual report and to pay a franchise tax. The annual report filing fee for all Delaware corporations is $50. The franchise tax is assessed according to the number of authorized shares. For corporations with 5,000 or less authorized shares, the minimum tax is $175. You can find more information on how to calculate your annual franchise tax here. Payment is due by March 1 every year. Corporations have the option to pay online.
Download the infographic here.
Choose a Business Name
Check online to see if the company name you want is available. You can reserve the name online for a $75 fee.

Appoint a Registered Agent
Delaware requires that you appoint a registered agent to receive service of process and other state correspondence on behalf of your company.
You can act as your own agent if you have a Delaware address (as opposed to a post office box), and a natural person is available at that address during business hours. You can appoint someone else, such as your attorney or your accountant, or use a service company. The cost for a registered agent service company can range from $50 to more than $300.

File a Certificate of Formation and Create an Operating Agreement
Delaware's Certificate of Formation includes the name of the LLC, the name and address of its registered agent, and any other information that the members choose to include. The standard filing fee for forming a Delaware LLC is $90. Processing time for standard filing is generally measured in days, rather than weeks or months. Expedited filing is available for overnight or even same-day service. Delaware law requires that every LLC have an operating agreement to set forth LLC's members' and managers' rights and obligations. This is for internal purposes only and is not filed with the State.

Remain in Good Standing
Delaware LLCs are required to pay an annual alternative entity tax of $300. Payment is due by June 1 every year. You have the option to pay your alternative entity tax online.
Download the infographic here.


MoreResources


The Delaware Legacy

The Delaware Legacy

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The biggest, brightest and fastest-growing companies are incorporated in Delaware. The State's infrastructure, courts and laws create an environment for success and growth that investors can trust.



Public Benefit Corporations

Public Benefit Corporations

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Doing Well While Doing Good: New Delaware Law Authorizes "Public Benefit" Corporations.



Succeed from the Start

Succeed from the Start

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The United States offers tremendous opportunities for growth to international companies looking to expand their operations. This guide explains how to bring your business to the U.S.



Delaware business entities

Delaware business entities

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This chart compares the different Delaware business entities.




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Delaware

Why Choose Delaware

Why
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Start Your Business

Start Your Business

Incorporate Frequently Asked Questions

Frequently Asked Questions