Delaware Corporation

Answers to 21 frequently asked questions about a DELAWARE corporation

This section expands on the different types of Delaware corporations and answers some of the basic questions you might have about incorporating in Delaware.

1. What is meant by a Delaware corporation?
2. Where can I find the General Delaware Corporation Law?
3. How do I form a corporation?
4. What type of companies are permitted in Delaware?
5. Who is a corporation owned by?
6. How many directors must a corporation have?
7. What are the minimum of officers required for a corporation?
8. How many companies are incorporated in Delaware?
9. Why are so many corporations formed in Delaware?
10. Do corporations pay taxes in Delaware?
11. What is a corporation file number?
12. What is a C company?
13. How do I perform a corporation search?
14. What is a corporation annual report?
15. What are the corporation filing fees?
16. Why do most technology startups incorporate in Delaware?
17. What is the minimum annual tax for a Delaware corporation?
18. When does a C corporation need to file a tax return?
19. How do I find out who the directors of a Delaware company are?
20. How do I change the name of my corporation?
21. How do I dissolve a corporation?

What is meant by a Delaware corporation?

A Delaware corporation is created when articles of incorporation are filed with the State of Delaware. The Delaware incorporation articles state the corporation's name, registered agent name and address, general scope of purpose, number of shares to be authorized, par value of shares, and any initial directors. Delaware does not require that any directors be listed on the articles of incorporation. The Delaware certificate of incorporation is generally one page long. Most of the framework of the corporation is stated in the by-laws.

Where can I find the General Delaware Corporation law?

You can find the complete text of the general corporation law on the Delaware Department of Corporation's website.

How do I form a Delaware corporation?

You can form a Delaware corporation through the State of Delaware. However, you'll need a Delaware registered agent. Our charge for filing a Delaware corporation is $70 plus a state filing fee of $109 for the minimum amount of stock and par value. Our first year of registered agent service is free. So it is to your benefit to use our filing service.

What type of companies are permitted in Delaware?

Delaware allows the incorporation of the following types of corporations: general (aka stock or C), close, subchapter S, public benefit, and non-profit (aka exempt). Each type of entity has different filing requirements on the articles of incorporation.

Who is a corporation owned by?

A corporation is owned by its shareholders. A corporation authorizes a set amount of stock. The corporation then issues stock to shareholders for a monetary investment in the company. Delaware does not have minimum capital requirements.

How many directors must a Delaware corporation have?

Delaware does not have any minimum requirements for directors. You do not have to name any directors on the articles of incorporation.

What are the minimum number of officers required for a corporation?

Delaware requires at least one officer for a corporation. A single person can hold all of the offices of a Delaware corporation. A single person can be the sole officer, sole director, and sole shareholder.

How many companies are incorporated in Delaware?

More than 1,000,000 companies are incorporated in Delaware. More than 66% of all Fortune 500 companies are Delaware corporations. U.S. and internationally based companies call Delaware home.

Do corporations pay taxes in Delaware?

If your company is located in Delaware you will be required to file federal and state income tax returns. However, if all of your business is done outside of the U.S., you will not have to file state or federal tax returns.  

What is a corporation file number?

In Delaware, this is a 7-digit number that is granted by the State of Delaware. It is a unique identifying number. This number is different from the Employer Identification Number that is issued by the Internal Revenue Service (IRS).

What is a C company?

A C-corporation is a corporation that can can have an unlimited number of shareholders, can be publicly traded on the stock exchanges, and is taxed at a U.S. corporate tax rate. Owning a C-corporation can subject you to double taxation. Any profits that the corporation has will be taxed at the corporate level. And, any dividends that are issued to shareholders will be taxed as well.

How do I perform a corporation search?

The State of Delaware, Division of Corporations, maintains a database of all Delaware entities. You simply visit their website and enter the entity name in the search box.

What is a corporation annual report?

In Delaware, a corporation annual report must be filed on or before March 1 each year. The annual report must include the following information: stock details, classes of stock, number of shares, par value; principal place of business, physical address, telephone number, email address; officer information, name, address, city, state, zip/postal code, country; and directors information, name, address, city, state, zip/postal code, country.

What are the corporation filing fees?

To file a new corporation, Delaware has a minimum filing fee of $109 for 1,500 shares of no par value stock. For larger amounts of stock or greater par value, we provide a calculator (CLICK HERE) for determining the initial filing fees.

Why do most technology startups incorporate in Delaware?

Technology startups generally plan to go public on the New York Stock Exchange or Nasdaq stock exchange sometime in the future. Wall Street investment bankers almost always insist on a Delaware General Corporation as the type of entity. Therefore, it is much easier to raise money on Wall Street.

What is the minimum annual tax for a Delaware Corporation?

The minimum annual tax for a corporation is $175. Delaware always charges an annual report fee of $50. The total minimum annual fees are therefore $225.

When does a Delaware C Corporation need to file a tax return?

If a C corporation uses a calendar year, the corporation needs to file a corporate tax return on or before March 15 each year. If using a fiscal year the income tax due date will be different. Also, corporations can file for an extension. Even if a corporation files an extension, any estimated tax due will still need to be paid.

How do I find out who the directors of a Delaware company are?

Delaware requires that all directors be listed on the annual report. If the corporation has been in existence at least one year and has made an annual report filing, you can request a copy of the annual report from the State of Delaware.

How do I change the name of my corporation?

By filing certificate of amendment with the State of Delaware you can easily change your corporation's name.

How do I dissolve a corporation?

First you'll need to check with the State of Delaware to see if you have any outstanding franchise taxes, penalties or interest due. Once your corporation is brought current, you'll be able to file a certificate of dissolution.

We hope you've found this page informative about Delaware corporations. If you have any questions, please do not hesitate to contact us at 1-800-423-2993 or 302-996-5819. Thank you for your interest in Delaware corporations.

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