How to Form a Corporation in Delaware

You've likely done your research and decided that forming a corporation is the right choice for your business. After choosing your business structure, the next step is to officially start your company.

You can complete the process yourself or use our online corporation formation service, which will form a corporation for you with everything you need.

1. Choose a Corporate Name

Your corporation's name must include at least one of the following (or an abbreviation):

• "association"
• "company"
• "corporation"
• "incorporated," or
• "limited."

You can also choose a less common designator such as "club," "foundation," "fund," "institute," "society," "union," or "syndicate."

Alternatively, your corporation's name can include a word or its abbreviation of a similar meaning in another language, provided it's written in Roman characters or letters. Your corporation's name can't be deceptively similar to the names of other business entities already on file with the Delaware Department of State (DOS). (Del. Code tit. 8, § 102 (2025).)

You can check whether your proposed business name is available by searching the DOS's business name database. You can apply online to reserve a business name for 120 days through the Delaware Division of Corporations (DOC) website. As of 2025, the fee to reserve a corporate name is $75.

2. Appoint a Delaware Registered Agent

Every Delaware corporation must have an agent for service of process in the state (usually called a "registered agent"). The "registered agent" is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it's sued. The agent should agree to accept service of process on your corporation's behalf prior to designation.

The agent can be either:

• the corporation itself
• an individual Delaware resident
• a Delaware corporation, LLC, partnership, or statutory trust, or
• an out-of-state corporation, LLC, partnership, or statutory trust authorized to do business in Delaware.

The registered agent must have a physical street address in Delaware. You can find a list of Delaware Registered Agents on the DOC website.

(Del. Code tit. 8, § 132 (2025).)

3. File a Certificate of Incorporation With the DOC

To legally create a corporation in Delaware, you must file a Certificate of Incorporation - Stock Corporation with the DOC. You can file the articles online or by postal mail and you must include a Filing Cover Memo (this document is created automatically when you file online).

As of 2025, there's a $109 minimum filing fee for:

1. up to 1,500 shares of no par value stock, or
2. up to $75,000 of par value stock.

After these thresholds, the fee increases based on the number of shares of no par stock or the value of par value stock. (See the Delaware Corporate Fee Schedule.)

The articles of incorporation must include:

• the corporation's name
• the registered office street address and name of the agent for service of process at that address
• the number of shares the corporation is authorized to issue;
• the corporation's purpose; and
• the name and mailing address of the incorporator.

(Del. Code tit. 8, § 102 (2025).)

The preprinted articles form on the DOS website also includes a line to list the par value of the corporate shares. However, the use of par value is optional in Delaware (see "Issue Stock" below). If you want to issue shares without par value, cross out the line "a par value of $___ per share" on the form and add "no par value."

There are two sample Certificate of Incorporation forms on the DOS website: One includes an optional directors liability provision which protects directors from personal liability for breaches of their duty of care.

4. Prepare Corporate Bylaws

Your corporation's bylaws is an internal corporate document that sets out the basic ground rules for operating your corporation. Bylaws are an integral part of your company's formation as they allow you to establish your own rules for your company instead of relying on the state's default rules for corporations. This foundational document also helps to show banks, creditors, the IRS, and others that your corporation is legitimate.

You might want to consult with a business attorney to help you create your bylaws. If you want to draft your bylaws yourself but need some extra help, you can use our interactive corporate bylaws form. Corporate kits also typically contain sample bylaws.

Keep your bylaws, meeting minutes, and other important corporate papers in a corporate records book. This book can be a simple three-ring binder or a corporate records kit you order through a corporate kit supplier. Keep these important documents at your corporation's principal office.

5. Appoint Directors and Hold the First Board Meeting

The incorporator—the person who signed the articles—will appoint the initial corporate directors. The initial directors will serve on the board until the first annual meeting of shareholders (when the board members who'll serve for the next term are elected by the shareholders). The incorporator will appoint the first directors either in the certificate of incorporation, at the first organizational meeting, or by filling out an "Incorporator's Statement."

At the first meeting of the corporation's board of directors, the directors should:

• appoint corporate officers
• adopt bylaws
• select a corporate bank
• authorize the issuance of shares of stock
• set the corporation's fiscal year, and
• adopt an official stock certificate form and corporate seal.

The directors' actions must be recorded in corporate minutes prepared by the incorporator or any of the directors and approved by the board of directors. Additionally, if the corporation will be an S corporation, the directors should approve the election of S corporation status.

6. Issue Corporate Stock

Issue stock to each shareholder in return for their capital contributions of cash, property, services, or all three. Small corporations usually issue paper stock certificates. Enter each shareholder's name and contact information in the corporation's stock transfer ledger.

Delaware gives corporations the option of establishing a par value for their stock or issuing no par value shares. Par value is a set amount below which the stock can't be sold—it has nothing to do with the stock's actual value. Par value is an antiquated legal concept used in some states. If the shares are issued with no par value, "no par value" should be printed on the stock certificates.

Federal private offering exemption: A share of stock in your corporation is classified as a security under state and federal securities laws that regulate the offer and sale of corporate stock. However, federal law exempts "private offerings:" a non-advertised sale to a limited number of people (generally 35 or fewer). See our Corporations FAQ for more details.

Delaware private offering exemption: Delaware exempts from state registration unadvertised share sales to any number of accredited investors, provided the shares are purchased for investment. Accredited investors include corporate officers, directors, and wealthy investors (those with a net worth of at least $1 million or who earn $200,000 per year if single or $300,000 if married). If shares are sold to 35 or fewer unaccredited investors in an unadvertised sale, no registration is required.

If you have securities that qualify for any limited or private offering exemption, your corporation must file Form LOE, Notice of Limited Offering Exemption with the Investor Protection Unit of the Delaware Department of Justice within 15 days of the first sale. No filing fee is required. (For more information, see the Investor Protection Unit of the Delaware Department of Justice.)

(Del. Code tit. 6, §§ 73-207 and following (2025).)

7. Obtain an EIN and Comply With Tax Requirements

All corporations must get a federal employer identification number (EIN). You can apply for an EIN online through the IRS website. There's no filing fee. Once you apply, the IRS will immediately assign your corporation an EIN.

Delaware franchise tax: Delaware tax law requires a corporation to pay an annual franchise tax to the DOS when they submit their annual report even if the corporation doesn't conduct business or loses money. As of 2025, the minimum tax is $175.00 for corporations using the Authorized Shares method or $400.00 for corporations using the Assumed Par Value Capital Method. If your corporation owes at least $5,000 in annual taxes, you must pay estimated taxes each quarter with 40% due June 1, 20% due by September 1, 20% due by December 1, and the remainder due March 1. You can also read our article about Delaware's state business income tax for more guidance.

Delaware corporate income tax: Your corporation must file a corporate income tax return (Form CIT-TAX) and pay the associated tax to the state's Division of Revenue (DOR). As of 2025, the state's corporate income tax rate is 8.7% of the corporation's federal taxable income apportioned to Delaware. If your corporation uses the calendar year as its tax year, your tax return is due on April 15. If your corporation uses another fiscal year, then your return is due before the 15th day of the fourth month following the close of your fiscal year.

Delaware sales and use tax: Delaware is one of five states that doesn't have a sales tax. However, Delaware does impose a gross receipts tax on sellers of goods and providers of services. As of 2025, rates for the gross receipts tax currently range from .0945% to 1.9914% depending on the type of business involved. The tax is based on the seller's gross revenues. You must pay this tax either monthly or quarterly.

Withholding employee wages and paying unemployment insurance (UI) tax in Delaware: If your corporation has or will have employees, you need to register as an employer through Delaware One Stop. You must file and pay withholding taxes on a periodic basis with the DOR. You'll also need to file an annual reconciliation statement of your corporation's tax withholding. You must also pay quarterly UI taxes to the Delaware Department of Labor (DOL). You can pay the UI tax via the DOL's Online Employer Services Portal.

FAQ About Delaware Corporations

Here are some other questions you might have about your Delaware corporation.

• Should I incorporate in Delaware?
• How much does it cost to form a corporation in Delaware?
• Do I need to submit an annual report for my corporation in Delaware?
• Are there any other maintenance requirements for corporations?
• Do I need bylaws for my Delaware corporation?
• Do I need a business license in Delaware?
• How do I register my corporation as an S corporation?
• Can a foreign corporation do business in Delaware?
• Can I form a professional corporation in Delaware?
• How do I dissolve my corporation when I'm done?

Should I incorporate in Delaware?

Delaware is a popular state to form a corporation because it offers many benefits. Many larger corporations have chosen to incorporate in Delaware—usually setting up their headquarters in another state.

The primary reason so many companies decide to incorporate in Delaware is the state's friendly tax laws. Corporations that don't do business in Delaware don't have to pay the state's corporate income tax, even if the company is incorporated there. Instead, corporations pay a small franchise tax.

Additionally, Delaware doesn't have a state sales tax or property tax, lowering the cost for many corporations who do decide to do business in the state. Even corporations that do business within the state can avoid paying corporate income tax.

Moreover, Delaware's laws around corporations are more developed than other states. Delaware even has a separate court system, the Court of Chancery, that handles cases related to corporate matters.

How much does it cost to form a corporation in Delaware?

Below are the fees (as of 2025) you might need to pay to form your corporation in Delaware:

• You can reserve your business name with the DOC for $75.
• The DOC charges a minimum $109 filing fee to submit your Certificate of Incorporation.

Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but it will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our online corporation formation service.

To learn more about the costs associated with forming and running a corporation, see our article on how much it costs to form a corporation.

Do I need to submit an annual report for my corporation in Delaware?

Yes. All corporations incorporated in Delaware must file an annual report and pay a franchise tax along with it. The taxes and annual reports must be received by the DOC no later than March 1 of each year. Foreign corporations are required to file an annual report by June 30 of each year. You can file the annual report online.

As of 2025, the annual report filing fee for domestic corporations is $50 plus franchise taxes due upon filing of the report (discussed earlier). The filing fee for foreign corporations is $125.

Are there any other maintenance requirements for corporations?

Apart from annual reports, your corporation will need to file and pay applicable taxes to the local, state, and federal governments. In addition, your company might need to obtain and periodically renew any required general or special business licenses or permits. You'll be responsible for keeping track of these maintenance requirements to keep your corporation in good standing and legally compliant.

Starting in 2024, all corporations were previously required to submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. However, in March 2025, after some constitutional challenges, FinCEN revised the BOI reporting rule so that the requirement only applies to companies created outside the U.S. So, if you form your corporation within the U.S., then you no longer need to worry about the BOI reporting requirement.

Do I need bylaws for my Delaware corporation?

You should create bylaws for your Delaware corporation. Delaware's General Corporation Law is fairly ambiguous about whether your corporation is required to have bylaws. This requirement isn't specifically stated but rather implied. For example, one section of Delaware's laws says that the "bylaws of a corporation may be adopted" while another section says "... an organization meeting... shall be held... for the purposes of adopting bylaws..." (Del. Code tit. 8, §§ 108-109 (2025).)

While this requirement might not be entirely clear, it's highly recommended that you create bylaws for your Delaware corporation. Your corporate bylaws should outline how your company will be managed, regulated, and maintained.

You don't need to file your bylaws with the state. But you must keep a copy of the bylaws with the rest of your corporation's important records.

Do I need a business license in Delaware?

If your corporation actively conducts business in Delaware, it must obtain a Delaware business license from the DOR. You can apply for the general business license using the Delaware One Stop Licensing and Registration Service. In addition, depending on your occupation, you and your corporation might need to apply for a professional or occupational license.

Your corporation might also need a local business license from the town, city, or county where it's located; see the Delaware Business First Steps website for more information.

You can find extensive details about state and local regulatory requirements in our Delaware business license article.

How do I register my corporation as an S corporation?

If your corporation wants to elect S corporation status for tax purposes, you need to submit Form 2553, Election by a Small Business Corporation. Make sure your corporation meets the requirements to become an S corporation, such as having no more than 100 shareholders.

You should file this election within two months and 15 days after the beginning of your corporation's first tax year. Alternatively, you can file any time during the tax year preceding the tax year the S corporation status will take effect. Visit the IRS S Corporations webpage for details.

Can a foreign corporation do business in Delaware?

Yes. All corporations organized outside of Delaware must register with the DOS to do business in Delaware. Foreign corporations must appoint a registered agent for service of process physically located in Delaware.

To register, file a Qualification Certificate of a Foreign Corporation with the DOC. The completed certificate must be accompanied by a certificate of existence or similar document, dated within six months prior to the filing of the certificate, from the foreign corporation's home state.

Before filing, make sure your corporation's name is available in Delaware. If your corporation's name isn't available, you must adopt an assumed name in Delaware.

As of 2025, the fee to register a foreign corporation in Delaware is $245.

(Del. Code tit. 8, §§ 371 and following (2025).)

Can I form a professional corporation in Delaware?

In many states, professionals in certain occupations (for example, doctors, lawyers, and accountants) who want to incorporate their practice must form a professional corporation. Delaware refers to this type of corporation as a "professional service corporation." In Delaware, if you perform a professional service, you can form a professional service corporation with others of the same or qualified related profession.

You must choose a name for your professional service corporation that either:

• includes one or more words that describe the kind of professional service your corporation will provide, or
• contains the last names of one or more of your corporation's shareholders.

Your corporation's name must also contain the words "chartered" or "professional association," or the abbreviation, "P.A."

You form your professional service corporation by filing articles of organization with the DOC. In general, the process of incorporating a professional services corporation is very similar to that of a regular corporation. As of 2025, the minimum filing fee is $109 and the total fee depends on the number or value of shares.

(Del. Code tit. 8, §§ 601 and following (2025).)

How do I dissolve my corporation when I'm done?

If you reach the point where it's time to close your business and end all operations, then you'll want to properly dissolve your corporation to limit your liability for lawsuits and government fees. Learn about the steps you need to take in our article on dissolving a Delaware corporation.