Incorporating in Delaware

See also Why Incorporate In Delaware for a discussion of the benefits and drawbacks of incorporating in Delaware.

The information on this page relate only to corporations formed under the laws of the State of Delaware

Corporate Name Endings

*The corporate name ending must contain: “association,” “company,” corporation,” “club,” “foundation, “fund,” “incorporated,” “institute,” society,” “union,” “syndicate,” or limited,” or one of the abbreviations “co.”, corp.”, “inc.”, “ltd.”, or words or abbreviations of like import in other languages. The name must be distinguishable from the names of other corporations organized, reserved or registered as a foreign corporation under the laws of Delaware. Use of word “trust” is prohibited except for corporations under supervision of Bank Commissioner.

Articles of Incorporation Requirements

Director Information

  • Minimum Number – One or more.
  • Residence Requirements. – No provision.
  • Age Requirements – None.
  • Directors are not required to be listed in the articles of incorporation.

Officer Information

  • The officers are not required to be listed in the articles of incorporation.

Stock Information

  • An increase in shares or par value does effect initial fees.


Yearly Requirements

Annual Statements

  • The annual statements are sent out to the registered agent in December and January. The payment is due by March 1st. The fee is $50, provided the number of shares is 1500 at no par value. If the shares are more than the above amount see section VII.

Franchise Tax Rate

  • Corporations that are not located in Delaware do not pay an income tax.
  • Schedule of rates based on number of authorized shares is as follows [Del. C., Title 8, S:503]:Authorized Shares Tax
    Up to and including 3,000 $30
    Over 3,000 up to and including 5,000 shares $50
    Over 5,000 up to and including 10,000 shares $90
    Over 10,000 shares $90 plus $50 for each 10,000 shares or part thereof
    over 10,000
  • Alternative rates for computing tax assumed no-par capital.
  • Schedule of rates based on assumed capital of no-par stock is as follows:Assumed no-par capital Tax
    Up to and including $300,000 $30
    Over $300,000 up to and including $500,000 $35
    Over $500,000 up to and including $1,000,000 $90
    Over $1,000,000 $90 plus $50 for each $1,000,000 or part thereof
    over $1,000,000
  • Each no-par share must be considered as having a value of $1. Minimum tax, $30; maximum tax, $150,000.
  • Income tax rate for Business actually located in Delaware is: 8.7%.
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  • Shareholders have limited liability protection
  • May be listed and traded as a publiccorporation on the stock market or “over the counter”
  • Has a separate and independent tax status from its owners

S Corporation

  • Profits are not subject to “double taxation”
  • Corporate losses may be “passed through” to share holders
  • Shareholders are afforded the same protection as C Corp.

LLC formation

  • Contains characteristics of both corporation and partnership
  • Shareholders may take advantage of “Pass-Through” taxation
  • Limited liability for share holders

Not for profit corp

  • Eligible for tax-exempt status
  • Limited Liability protection
  • Qualify for public and private gains
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