Delaware Corporate Filing Guide

More business entities are formed in Delaware than any other state in America, and for good reason. Delaware is the business capital of the country with strong corporate laws based in the precedents written by the state’s Court of Chancery.

Corporate filings in Delaware can be incredibly complex, especially for those who have never handled business filings with the Division of Corporations before. CFS employs a local Delaware filing staff with decades of experience in corporate filings and business law.

There are three stages of Delaware corporate filings:

  • Before You File
  • Formation
  • Annual Maintenance

Before You File

Forming a business entity should not be done willy-nilly. There are many elements to be addressed before any filings are submitted. Businesses that plan properly and invest time before formation will find fewer roadblocks later on down the road and set themselves up for greater success.

Name Availability and Reservation

Every business entity is registered with the Delaware Division of Corporations. When forming a new corporation or LLC, you cannot register a name that is already in use by another company. It is simple enough to conduct a Delaware Entity Search to check for availability.

Names of entities must conform to state law. The DE General Corporation Law governs the naming of corporations, and the DE Limited Liability Act lays out the restrictions for LLC names.

To ensure that your entity name is available upon filing, it is possible to submit a Delaware Name Reservation Application. Reservations are held for 120 days.

Governing Document

Business entities need a governing document. For a Delaware LLC, this document is known as an Operating Agreement. For a Delaware corporation, it is called Corporate Bylaws.

A governing document lays out the ownership of the LLC or corporation, the roles and duties of management, and basic management structure. Issues such as how ownership units can be bought and sold, how conflicts of interest will be handled, and the format for annual meetings are all addressed in a governing document.

At CFS, we prepare governing documents for our clients as part of their formation package.

Delaware Business Formation and Registration

Domestic Formation

Forming a business in Delaware requires the filing of a formation document with the Division of Corporations. The document is different for each entity.

  • Delaware LLC: Certificate of Formation
  • Delaware Corporation: Certificate of Incorporation

LLCs pay a $90 formation fee. Corporations are assessed a minimum fee of $89 (the total fee is based upon initial capital).

Out-of-State Registration

Foreign entities registering to do business in Delaware must also submit applications to the Division of Corporations.

  • Foreign LLC: Certificate of Registration
  • Foreign Corporation: Qualification Certificate

A Delaware foreign LLC registration requires the submission of a Certificate of Existence from an entity’s home state, as well as a $200 filing fee.

A Delaware foreign corporation qualification requires the submission of a Certificate of Existence from a corporation’s home jurisdiction, as well as a $245 filing fee.

Delaware Registered Agent

Every corporation and LLC doing business in the state must appoint a Delaware registered agent. A registered agent accepts service of process and legal correspondence on behalf of a business.

We provide Delaware registered agent service for $99 per year (or see our multi-year service deals). If you already have an agent, we can help you change your Delaware registered agent.

Annual Maintenance

Delaware LLC

Delaware LLCs are not required to file an Annual Report but must still pay an Annual Tax of $300. This tax is due each year by June 1.

Delaware Corporation

Delaware corporations must submit an Annual Report each year by March 1. There is a $50 filing fee. In addition to the Annual Report, corporations must also pay a Franchise Tax Fee, which is based on the company’s authorized stock. The minimum fee is $175, although there are different ways to calculate the Delaware Franchise Tax.