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How to Incorporate in Delaware

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Harbor Compliance
Harbor Compliance

Delaware is one of the most popular states for incorporation. This presentation instructs the business owner how to form a corporation (incorporate) in Delaware. This guide will help you file formation documents, get tax identification numbers, and set up your company records. It includes information on fees, forms, and processing times. If you are looking to incorporate in another state, or to form an LLC, stay tuned.

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How to Incorporate in Delaware
Choose a corporate structure • Incorporating means forming a corporation, a state legal entity • C-Corp and S-Corp are tax classifications, not structures • For a comparison of entities, click here
Check name availability • Do a name search with the Delaware Secretary of State, Division of Corporations • Your name cannot conflict with an existing one • Licensing boards (e.g. doctors, lawyers) require name pre-approval
Appoint a registered agent • You are required to maintain a registered agent in Delaware • The agent receives notice of lawsuit and legal / government notices • Can be an individual with an address in the state (not P.O. Box) or a commercial agent.
File Articles of Incorporation • Form INCSTK09: Certificate of Incorporation for a Stock Corporation • Fee: $89 • Include a cover letter • Mail to Delaware Department of State • Turnaround: 3 weeks. Add $50 for 24 hour expedite, $100 for same day, $500 for 2 hour,$1,000 for one hour
Bylaws and Records • Keep your articles, affidavits, and other important documents • Draft bylaws for the organization • Record kit & templates save time!
Appoint Initial Directors • These directors serve on the board until the annual meeting of shareholders • Appointed by incorporator • Documented in corporate records
Hold Organizational Meeting • Consists of incorporators and/or initial directors • Keep minutes of this meeting • Appoint officers (e.g. President, Secretary)
Issue Stock Certificates • Owners may be issued stock certificates as proof of ownership • Secretary’s stock ledger records issued stock • Stock certificates included in Records Kit
Obtain EIN • Federal Employer Identification Number • Required for corporations • File Form SS-4 with IRS by mail, fax, or online
DE Business License & Tax IDs • Must obtain DE Business License • File: Form CRA: Combined Registration Application for State of Delaware Business License and/or Withholding Agent • Submit to Delaware Department of Revenue • Fee: $75 for first license + applicable license fees
Consider S-Corp Election • By default, the corporation is taxed as a C-Corp • Consider S-Corp for tax savings as a small business • IRS Form 2553
Obtain Applicable Licenses • To run your business legally, you may need a host of local, state, or federal licenses and permits • Search your requirements on SBA.gov
Ongoing Activities • Annual report with Secretary of State • Board meetings • Annual shareholder meeting • Maintain a registered agent • Update the government with address change
For More Info: • How to Incorporate in Delaware • Email: info [AT] HarborCompliance [DOT] com
The information contained in this presentation is not legal, financial, or tax advice. Harbor Compliance is not a legal or accounting firm. Copyright Harbor Business Compliance Corporation 2014

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How to Incorporate in Delaware

  • 2. Choose a corporate structure • Incorporating means forming a corporation, a state legal entity • C-Corp and S-Corp are tax classifications, not structures • For a comparison of entities, click here
  • 3. Check name availability • Do a name search with the Delaware Secretary of State, Division of Corporations • Your name cannot conflict with an existing one • Licensing boards (e.g. doctors, lawyers) require name pre-approval
  • 4. Appoint a registered agent • You are required to maintain a registered agent in Delaware • The agent receives notice of lawsuit and legal / government notices • Can be an individual with an address in the state (not P.O. Box) or a commercial agent.
  • 5. File Articles of Incorporation • Form INCSTK09: Certificate of Incorporation for a Stock Corporation • Fee: $89 • Include a cover letter • Mail to Delaware Department of State • Turnaround: 3 weeks. Add $50 for 24 hour expedite, $100 for same day, $500 for 2 hour,$1,000 for one hour
  • 6. Bylaws and Records • Keep your articles, affidavits, and other important documents • Draft bylaws for the organization • Record kit & templates save time!
  • 7. Appoint Initial Directors • These directors serve on the board until the annual meeting of shareholders • Appointed by incorporator • Documented in corporate records
  • 8. Hold Organizational Meeting • Consists of incorporators and/or initial directors • Keep minutes of this meeting • Appoint officers (e.g. President, Secretary)
  • 9. Issue Stock Certificates • Owners may be issued stock certificates as proof of ownership • Secretary’s stock ledger records issued stock • Stock certificates included in Records Kit
  • 10. Obtain EIN • Federal Employer Identification Number • Required for corporations • File Form SS-4 with IRS by mail, fax, or online
  • 11. DE Business License & Tax IDs • Must obtain DE Business License • File: Form CRA: Combined Registration Application for State of Delaware Business License and/or Withholding Agent • Submit to Delaware Department of Revenue • Fee: $75 for first license + applicable license fees
  • 12. Consider S-Corp Election • By default, the corporation is taxed as a C-Corp • Consider S-Corp for tax savings as a small business • IRS Form 2553
  • 13. Obtain Applicable Licenses • To run your business legally, you may need a host of local, state, or federal licenses and permits • Search your requirements on SBA.gov
  • 14. Ongoing Activities • Annual report with Secretary of State • Board meetings • Annual shareholder meeting • Maintain a registered agent • Update the government with address change
  • 15. For More Info: • How to Incorporate in Delaware • Email: info [AT] HarborCompliance [DOT] com
  • 16. The information contained in this presentation is not legal, financial, or tax advice. Harbor Compliance is not a legal or accounting firm. Copyright Harbor Business Compliance Corporation 2014