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.
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, Public Benefit Corporations effective August 1, 2013, 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.
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.
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://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx. The fee is $75.00. You may charge a Visa, Master Card, American Express 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 https://corp.delaware.gov/nameres.shtml You may fax or mail in your request to our office.
Sample forms with instructions and fees are available on our web site. at http://corp.delaware.gov/newentit09.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.
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 or UPS account number is provided to our office.
Some Financial Institutions will require a good standing certificate or a certified copy of your new entity filing. Please check with your Financial Institution to determine whether additional information is required to establish a business account with them.
You may order a Certificate of Status or Certificate of Good Standing at the time of filing your new entity by indicating this request in the comment section of the Document Filing Sheet.
The fee is $50.00 per certificate for a Short Form Certificate of Status (states name and status of entity) or $175.00 for a Long Form Certificate of Status (states status and all documents ever filed on entity). If you are requesting Expedited Services for your new entity filing then there will be an additional Expedited Fee for your Status requests.
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. Exempt domestic corporations do not pay a tax but must file an Annual Report. The Annual Report filing fee for all other domestic corporations is $50.00 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 $175.00 with a maximum tax of $180,000.00. Taxpayers owing $5,000.00 or more pay extimated 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. The penalty for not filing a completed Annual Report on or before March 1st is $125. Interest at 1.5% per month is applied to any unpaid tax balance.
Notification of Annual Report and Franchise Taxes due are sent to all Delaware Registered Agents in December of each year. Delaware has mandated electronic filing of domestic corporations Annual Reports.
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 $300.00. Taxes for these entities are to be received no later than June 1st of each year.