Delaware Certificate of Incorporation
To form a corporation in Delaware you submit a Certificate of Incorporation to the Division of Corporations. There is a minimum filing fee of $89. The full fee is based upon the authorized stock listed on the Certificate of Incorporation and adjusts accordingly. If the filing is longer than a single page, there is an additional $9 per page fee.
Certificate of Incorporation
Article 1: Name
You must list the name of your Delaware corporation exactly as you wish it to appear in the Division of Corporations records. The name must adhere to state law. It must include one of the following corporate designators: Association, Company, Corporation, Club, Foundation, Fund, Incorporation, Institute, Society, Union, Syndicate, Limited or an abbreviation of any of the former.
You cannot register a corporation name that is already in use by another entity. You can do a Delaware business entity search to check availability.
Article 2: Registered Agent
All corporations doing business in the state must appoint a Delaware registered agent. A registered agent accepts on behalf of your corporation all service of process and legal correspondence. Agents must maintain a physical address within the state.
Article 3: General Purpose Clause
You cannot alter this section.
Article 4: Authorized Shares
You must list the total number of shares of stock you are authorizing with your incorporation. You must also list the par value of these shares. Par value is not the actual value of a share of stock, but rather the lowest price at which a single share can be sold.
Article 5: Incorporator
You must list the name and mailing address of your corporation’s Incorporator. An Incorporator is the individual or entity which prepares and submits your Certificate of Incorporation. A corporation cannot act as its own Incorporator.
The Certificate of Incorporation must be signed by the Incorporator listed in Article 5 pursuant to Section 103 of Title 8 of the Delaware General Corporation Law.
Filing Delaware Certificate of Incorporation
To file a Delaware Certificate of Incorporation you must mail or fax the filing to the Division of Corporations. You should include a cover sheet with your name, address and telephone/fax number for easy communication purposes.
There is a $89 minimum filing fee, plus a $9 per page fee for any pages beyond one page. You can request a certified copy for your own records for an additional $50.
Filings are processed within three weeks. There are two expedite options: Same Day ($100) and 24-Hour ($50).