HOW TO FORM A NEW BUSINESS ENTITY
The State of Delaware is a leading domicile for U.S. and international business entities. Businesses choose Delaware not for one single reason, but because we provide a complete package of business entity services. We hope that this step by step process will assist you in forming your new business entity with the Delaware Division of Corporations.
- CHOOSE YOUR BUSINESS ENTITY TYPE
The Delaware Division of Corporations does not provide legal advice. When choosing a business entity type, we recommend that you contact an Attorney or Certified Public Accountant familiar with Delaware law to obtain advice on the business entity type that will best fit your needs. Corporations, Limited Liability Companies (LLC), Limited Partnerships (LP), Statutory Trusts and many General Partnerships (GP) are required to file with the Delaware Division of Corporations. Sole proprietorships do not file with the Delaware Division of Corporations. Unincorporated nonprofit associations and partnerships have the option of making certain filings with the Delaware Division of Corporations.
For a basic overview of entity choices and the business registration process in Delaware please see the Delaware Division of Revenue's Legal Business Structure Table and its Registration Process Flow Chart. If you are planning to conduct business in Delaware or hire employees in Delaware, you may also wish to visit the State's One Stop Business Registration and Licensing System and the Delaware Economic Development Office.
- OBTAIN A REGISTERED AGENT
Delaware law requires that every business entity have and maintain a Registered Agent in the State of Delaware who may be either an individual resident or business entity that is authorized to do business in the State of Delaware. The registered agent must have a physical street address in Delaware. You may view a list of Delaware Registered Agents on our web site. If the business is physically located in Delaware, then the business may act as its own registered agent. If the registered agent is other than the entity itself, please contact the selected Registered Agent used in your entity formation and inform them of your intentions.
- NAME RESERVATION
The Delaware Division of Corporations allows for the reservation of an entity name. This is not a requirement in order to form your entity but will guarantee that your name is held for you for a period of 120 days. You can reserve your entity name online at our web site at https://sos-res.state.de.us/tin/EntitySearch.jsp. The fee is $75.00. You may charge a Visa, Master Card or Discover card. Please print your confirmation page if you reserve your name online. You may also submit your reservation application in writing. The forms are available at http://corp.delaware.gov/nameres.shtml. You may fax or mail in your request to our office.
- CERTIFICATE OF INCORPORATION/FORMATION FORMS
Sample forms with instructions and fees are available on our web site. at http://corp.delaware.gov/newentit.shtml. The entity forms are PDF fillable and can be mailed or faxed to our office. A cover sheet with your name or entity name, return address and phone number is required. You may download a PDF fillable cover sheet on our web site. at http://corp.delaware.gov/cvrmemo.shtml. You may also contact our office at 302-739-3073 with any questions or help needed in order to complete your forms.
- SUBMITTING YOUR COMPLETED CERTIFICATE FOR FILING
You may either mail or fax in your completed request to our office. The fax number is 302-739-3812. The mailing address is Division of Corporations -John G. Townsend Building - 401 Federal Street - Suite 4 - Dover, DE 19901. All filing fees must be paid upon submission of your request. All requests are returned regular First Class mail unless a Federal Express, UPS or DHL account number is provided to our office.
- ANNUAL TAXES
Corporate Annual Report and Franchise Tax Payments
All corporations incorporated in the State of Delaware are required to file an Annual Report and to pay a franchise tax. Religious and charitable non-stock corporations are exempt from the tax but must file an annual report. The annual report filing fee is $25.00 for non-profits. The annual report filing fee for taxable corporations is $25.00 plus taxes due upon filing of the annual report. Taxes and annual reports are to be received no later than March 1st of each year. The minimum tax is $35.00 with a maximum tax of $165,000.00. Taxpayers owing $5,000.00 or more pay taxes in quarterly installments with 40% due June 1, 20% due by September 1, 20% due by December 1, and the remainder due March 1.
Notification of Annual Report and Franchise Taxes due are sent to all Delaware Registered Agents in December of each year. Beginning with the 2007 Annual Report, due March 1, 2008, the State of Delaware is requiring mandatory electronic filing. Filing electronically will insure compliance with changes to the Delaware Law which require the adminstrative voiding of corporations which do not file or file an incomplete Annual Report.
LP/LLC/GP
Although Limited Partnerships, Limited Liability Companies and General Partnerships formed in the State of Delaware do not file an annual report, they are required to pay an annual tax of $200.00. Taxes for these entities are to be received no later that June 1st of each year.
