If you operate a business in Delaware, you do not want to risk your personal assets for business debts and liabilities. A corporation is a business structure that provides personal liability protection, in which you create a separate entity from yourself. Someone who sues your business can only go after your business assets.

Delaware is known for its favorable business laws. Its unique Court of Chancery settles business disputes by judges, not juries, so there is less risk of unpredictable outcomes. Additionally, Delaware allows shareholders and directors to remain anonymous. Finally, incorporating in Delaware is easy and not expensive.

The initial fee to form a Delaware corporation is determined by the number of stock shares and par value. The minimum initial fee for a corporation is $109.

The minimum fee to incorporate in Delaware is $109, based on 1,500 shares of common stock at no par value.

A certificate of status confirms the existence of your corporation. A certificate of good standing does the same, but also certifies that your corporation is current with all filing requirements and franchise taxes. A certificate of good standing may be needed when you open a bank account or apply to do business in another state.

When you incorporate your business, you have the option of requesting a certificate of status or good standing in Delaware. The fee for a short-form certificate of status is $50. The short-form certificate only provides the corporate name and status. The long-form certificate of status is $175. This long form states the status and all documents filed by the entity.

Yes. You can form a nonprofit organization in Delaware for social, religious, educational, or political causes. Read FindLaw’s article, How To Start a Nonprofit in Delaware in Eight Steps.

C corporations (C corps) are the default corporate status. Many large companies prefer C corps because there is no limit on the number of shareholders. However, small business owners with 100 shareholders or fewer may elect to file for S corporation status by filing Form 2553, Election by a Small Business Corporation, with the IRS. An S corporation has tax advantages in that it avoids double taxation. Double taxation is where profits are taxed on a corporate level and then taxed to shareholders on their personal tax returns when the profits are distributed as dividends. With an S corporation status, the profits “pass through” to the shareholders’ personal tax returns and are taxed at their individual income tax rates.

Both corporations (if an S corporation) and limited liability companies (LLCs) offer personal liability protection and avoidance of double taxation. However, one corporate structure may be better suited for your needs. A corporation is popular among larger companies because it allows the owners to raise capital by issuing stock and attracting outside investors. An LLC is favored among small businesses with one owner because it is flexible and has fewer formal requirements.

If you are interested in forming a Delaware LLC, read How to Form an LLC in Delaware in 7 Steps. If you have questions about whether an LLC or corporation is the right legal structure for you, consult a business attorney near you.

Yes. If you want to use a name different from your corporate name, register a trade name with the county.  A trade name is also known as “doing business as”, “DBA”, or “fictitious name.” Use the Trade, Business & Fictitious Name database to see if your name is available in Delaware. To apply for a trade name, file a Registration of Trade, Business & Fictitious Name Certificate in the Prothonotary’s office in the county where you operate your business.

Yes. You can submit articles of incorporation electronically or use our trusted partner, LegalZoom to form your Delaware corporation.

The mailing address for corporate documents is:

Delaware Division of Corporations
401 Federal Street – Suite 4
Dover, DE 19901

Yes. If you have a physical street address in Delaware, you can serve as your own registered agent. However, many non-resident business owners who do not have a physical presence in Delaware use a professional registered agent service company to act as the corporation’s registered agent. A professional registered agent can do the following:

• Submit your incorporation documents to the Delaware Division of Corporations
• Provide a registered agent and registered office address for your corporation
• Accept legal documents on behalf of your corporation
• Provide privacy for your corporation as its name and address are listed on public records.
• Assist with certificates of good standing, certified copies, and other filings to keep your corporation compliant with Delaware law.

A domestic corporation is one formed in the state of Delaware. A corporation formed in an out-of-state jurisdiction is known as a foreign corporation.

If you want to do business in another state, you must apply to that state as a foreign corporation. Many entrepreneurs who want to take advantage of Delaware corporation laws and benefits do precisely that. They form a Delaware corporation and then apply to their home state as a foreign corporation. Typically, you must do the following:

• Search their state records to check if your business name is available in that state.
• Complete an application as a foreign corporation and pay the state fee
• Attach a certificate of good standing for your Delaware corporation
• Register for state business and tax accounts if applicable
• File annual reports and pay annual fees for the foreign corporation

To close a corporation properly, all annual franchise tax reports, fees, and state taxes must be current. To dissolve a corporation, all shareholders must agree in writing, or a majority of shareholders must vote to dissolve the corporation. Then, the corporation must file a Certificate of Dissolution with the Delaware Secretary of State and pay a dissolution fee.

No. Delaware corporations are public record. However, Delaware permits the formation of anonymous limited liability companies (LLCs).