Corporation Company Registration in Delaware (USA) - Business Starting & Setup

Delaware is a common law state.

The Delaware General Corporation Law, which forms the basis of the Courts' opinions, is widely regarded as giving great flexibility to corporations to manage their affairs. For this reason and due to the Court of Chancery, Delaware is considered to have the most business-friendly legal system in the United States; therefore a great number of companies are incorporated in Delaware.

The principal forms of business organization in Delaware are:

• sole proprietorship;
• general partnership;
• limited partnership;
• "C" Corporation;
• Public Benefit Corporation;
• "S" Corporation;
• limited liability company;
• limited liability partnership

One of the most common structures is the corporation.

There is a range of requirements to the name the corporation in Delaware:

1. The name of the corporation shall contain 1 of the words "association," "company," "corporation," "club," "foundation," "fund," "incorporated," "institute," "society," "union," "syndicate," or "limited," (or abbreviations thereof, with or without punctuation);
2. The name of the corporation shall be such as to distinguish it upon the records in the office of the Division of Corporations in the Department of State from the names that are reserved on such records and from the names on such records of each other corporation, partnership, limited partnership, limited liability company or statutory trust organized or registered as a domestic or foreign corporation, partnership, limited partnership, limited liability company or statutory trust under the laws of this State, except with the written consent of the person who has reserved such name or such other foreign corporation or domestic or foreign partnership, limited partnership, limited liability company or statutory trust, executed, acknowledged and filed with the Secretary of State in accordance;
3. The name of the corporation shall not contain the word "bank," or any variation thereof, except for the name of a bank reporting to and under the supervision of the State Bank Commissioner of this State or a subsidiary of a bank or savings association, or a corporation regulated under the Bank Holding Company Act of 1956, or the Home Owners' Loan Act.

The following steps are required to incorporate a corporation in Delaware:

1. Obtain a registered agent: Delaware law requires that every business entity have and maintain a Registered Agent in the State of Delaware who may be either an individual resident or business entity that is authorized to do business in the State of Delaware. The registered agent must have a physical street address in Delaware. If the business is physically located in Delaware, then the business may act as its own registered agent.
2. Name reservation: The Delaware Division of Corporations allows for the reservation of an entity name. This is not a requirement in order to form your entity but will guarantee that your name is held for you for a period of 120 days. You can reserve your entity name online at Division’s web site at https://delecorp.delaware.gov/tin/EntitySearch.jsp. The fee is $75.00. Please print your confirmation page if you reserve your name online. You may also submit your reservation application in writing. The forms are available at https://delecorp.delaware.gov/tin/EntitySearch.jsp You may fax or mail in your request to the office.
3. Fill in and submit Certificate of Incorporation/Formation Forms. The entity forms are PDF fillable and can be mailed or faxed to the office of Division of Corporations. A cover sheet with your name or entity name, return address and phone number is required. The mailing address is Division of Corporations -John G. Townsend Building - 401 Federal Street - Suite 4 - Dover, DE 19901. All filing fees must be paid upon submission of your request.

Every corporation shall have and maintain in Delaware a registered office which may, but need not be, the same as its place of business. The address of a registered office shall include the street, number, city, county and postal code.

Every corporation shall have and maintain in this State a registered agent, which agent may be any of:

1. The corporation itself;
2. An individual resident in this State;
3. A domestic corporation (other than the corporation itself), a domestic partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), a domestic limited liability company or a domestic statutory trust; or
4. A foreign corporation, a foreign partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), a foreign limited liability company or a foreign statutory trust.

Every registered agent for a domestic corporation or a foreign corporation shall:

1. If an entity, maintain a business office in this State which is generally open, or if an individual, be generally present at a designated location in this State, at sufficiently frequent times to accept service of process and otherwise perform the functions of a registered agent;
2. If a foreign entity, be authorized to transact business in this State;
3. Accept service of process and other communications directed to the corporations for which it serves as registered agent and forward same to the corporation to which the service or communication is directed; and
4. Forward to the corporations for which it serves as registered agent the annual report or an electronic notification of same in a form satisfactory to the Secretary of State.

Any corporation may, by resolution of its board of directors, change the location of its registered office in this State to any other place in this State. By like resolution, the registered agent of a corporation may be changed to any other person or corporation including itself.

The registered agent of 1 or more corporations may resign and appoint a successor registered agent by filing a certificate with the Secretary of State, stating the name and address of the successor agent. There shall be attached to such certificate a statement of each affected corporation ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of such corporations as have ratified and approved such substitution and the successor registered agent's address, as stated in such certificate, shall become the address of each such corporation's registered office in this State. The Secretary of State shall then issue a certificate that the successor registered agent has become the registered agent of the corporations so ratifying and approving such change and setting out the names of such corporations.

The registered agent of 1 or more corporations may resign without appointing a successor by filing a certificate of resignation with the Secretary of State, but such resignation shall not become effective until 30 days after the certificate is filed. The certificate shall be executed and acknowledged by the registered agent, shall contain a statement that written notice of resignation was given to each affected corporation at least 30 days prior to the filing of the certificate by mailing or delivering such notice to the corporation at its address last known to the registered agent and shall set forth the date of such notice.

Corporation is required to keep in its principal place of business, which does not have to be registered office and can be any country, the following documents:

• stock ledger,
• books of account,
• minute books.

There is no statutory requirement for an LLC to have a common seal.

The redomiciliation of companies to or from Delaware is <b>permitted</b>.

The business and affairs of every corporation in Delaware shall be managed by or under the direction of a board of directors.

The board of directors of a corporation shall consist of 1 or more members, each of whom shall be a natural person. The number of directors shall be fixed by the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate.

Directors need not be stockholders.

Unless otherwise restricted by the certificate of incorporation or bylaws, any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting if all members of the board consent thereto in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Unless otherwise restricted by the certificate of incorporation or bylaws, the board of directors of any corporation may hold its meetings outside of this State.

The names and addresses of all the directors and the names and addresses of not more than 2 officers of the corporation are required to be listed in annual franchise tax report to the Secretary of State.

Positions of president, secretary and treasure are mandatory for each corporation.

One individual may be appointed as director, president, secretary and treasurer.

A corporation must have a minimum of one shareholder at any time. Shareholders may be either a natural person or a corporate entity. There are no residency requirements.

There are no public records about shareholders.

Annual meeting is required, and could be held in any country. The board of directors may, in its sole discretion, determine that the meeting may be held solely by means of remote communication. The failure to hold an annual meeting does not affect the validity of any corporate action.

Beneficiaries’ details do not appear on a public profile. Generally, service providers including firms specializing in company formation, trust managers, lawyers, and accountants, keep beneficiaries’ information in strict confidentiality.

Delaware does not have a minimum capital requirement to incorporate a Corporation.

When incorporating in Delaware, a corporation must designate the amount of common stock (shares) that the corporation is authorized to issue and the par value for each (share of or type of) stock. “Par value” is the minimum value that the stock will have, and multiplying par value by the number of shares will give you the value of capital, although it is possible to issue no-par value shares.