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Forming a business in Delaware is straightforward, and the Global Delaware team is here to help. The information below provides the steps, timing and costs to form a Delaware corporation or limited liability company. Be sure to contact our team if you have any questions.

 

You do not need to be an American citizen, nor do you need to live or visit the U.S. in order to form a business entity in Delaware. However you are required to designate a registered agent in the State to receive important legal documents on your behalf.

Managers and investors of Delaware business entities can make decisions and take action from anywhere in the world. Voting and other actions can be done by written consent, without the need for a formal meeting. In fact, written consent can be done electronically.

Form your business in 5 steps

 

Step 1: Select your business structure

A business entity where ownership is represented by shares of stock. The owners of the corporation do not need to reside in the U.S. The business is managed by a board of directors and certain corporate formalities are required to be followed. A Delaware corporation may conduct business in any state in the United States and abroad.
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.
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.
An insurance company that is wholly owned by a parent company to insure the specific needs of the company.
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.

 

Step 2: Choose a business name

Check online to see if the company name you want is available. You can reserve the name online with the Delaware Division of Corporations for a $75 fee.

 

Step 3: Appoint a registered agent

Delaware law 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 registered agent if you have a Delaware address (a post office box is not allowed). You can appoint someone else, such as your attorney or your accountant, or you can use the services of a registered agent company. The annual cost for a registered agent service company can range from $50 to more than $300. You can find a list of registered agent service companies here or contact our team to get started.

 

Step 4: Complete a Certificate of Incorporation/Formation

To form a Delaware Corporation, complete a Certificate of Incorporation with 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. You can find a draft certificate here. The standard State 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.

To form a Delaware LLC, complete a Certificate of Formation with the name of the LLC, the name and address of its registered agent, and any other information that the members choose to include. You can find a draft certificate here. The standard State filing fee to form 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.

 

Step 5: Remain in Good Standing

All Delaware Corporations are required to file an annual report and to pay an annual 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 franchise 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.

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.

What’s next?

 

Obtain an EIN or ITIN
You must obtain a federal Employer Identification Number (EIN) or Individual Tax Identification Number (ITIN) from the Internal Revenue Service if you plan to hire employees or open a bank account in your company’s name.

Open a Bank Account
A U.S. banker may ask to see your organizational documents, such as a certificate of incorporation, in order to verify the name and nature of your business. You will also need to provide proof that your business is registered with the IRS, and that you are authorized to open the account.

Connect with a Business Development Expert
Launching a business in the U.S. can be complex, so finding the right partners along the way is essential. The Delaware Concierge Team includes experts in international accounting, corporate formation, food and drug compliance, immigration and more. Professionals are ready to provide answers and guidance to help you launch your business in Delaware quickly and efficiently. Contact the team.

More Resources

 

Global Delaware Concierge Team

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The Global Delaware Concierge Team assists you every step of the way, from identifying potential collaborators and partners to helping you select the best corporate structure for your U.S. operation. Our team includes lawyers, accountants, and marketing professionals and many others who stand ready to assist you launch your business quickly and efficiently.

Financial Incentives

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Financial incentives are available from the State of Delaware, the federal government and other organizations. Options range from tax credits to low interest loans and other financing plans.

Incorporate Online

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Global Delaware, the Division of Corporations, the Division of Libraries, and public libraries across the state have teamed up with two Delaware-licensed registered agents, CT Corporation and IncNow, to make business registration available directly from the State for the first time.

Your reference guide to forming a Delaware LLC or INC

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Check out this easy-to-use guide for forming a Delaware LLC or a Delaware INC in 4 steps!


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