Incorporation is the next step for many businesses in Delaware. If you are looking to incorporate your business in Delaware, SunDoc can help. We specialize in incorporations in Delaware and can lighten your load by handling your paperwork.

 

The following article will outline the steps you'll need to take for incorporation. You don't need an attorney for this process, but speak with a professional if you have questions specific to your unique situation. The following article should not be construed as any type of accounting, legal, or tax advice.

 

Overview

 

The most important step in incorporating your business is creating your Articles of Incorporation and filing them with the Secretary of State of Delaware (for a fee). In order to do this, you'll need several pieces of crucial information beforehand. This includes the name you've chosen for your company, your corporate address, the type of corporation you've chosen and the number of shareholders you'll have depending on this type, how many shares you’ll authorize your corporation to issue, and who your registered agent will be.

 

Outside of the filing itself, you'll need your Federal Tax ID Number (EIN) from the IRS. You'll need to know who your corporate officers are, and any directors. You'll need an initial Board of Directors meeting to adopt bylaws, which are not filed with the state but kept in your own records, and to appoint officers, who are not required to be listed in the articles of incorporation.

 

You must file your first Annual Report and pay Business Entity Tax with the state - this is the document that lists officers and directors. Consult your accountant or tax attorney for advice on Delaware taxation.

 

Incorporating

 

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by Delaware for certain professionals.

 

When choosing the forms necessary for the incorporation process, you can have an attorney create custom documents for your company, or you can use downloadable forms from the State of Delaware. The latter meet all Delaware Corporations Code minimum requirements.

 

In some cases, having an attorney draft your own documents from scratch is advantageous. This is the case when you'd like to name directors in your articles (as long as the directors will be present to sign) or if you'd like to change the default limit on the class of shares for your corporation.

 

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a Delaware corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

 

Sometimes, Articles of Incorporation or bylaws need to be changed. If you need to change your Articles of Incorporation, file an amendment with Delaware State. If you need to change or bylaws, hold a formal meeting and have a vote of your directors and shareholders. Whenever you have a meeting with your corporation, you need to keep minutes. All times and methods of your meetings (and what the powers of your directors will be) need to be set forth in your bylaws.

 

We advise obtaining a Delaware Corporate Kit, which will include a Corporate Records Book. Our page Corporate Kit offers more information on this product.

 

Having a Corporate Records Book allows you to have a safe place for storing stock papers, meeting minutes, bylaws, and other essential documents for your new corporation. The entire kit that we offer at SunDoc offers a state customized compilation of useful documents like stock certificates and meeting minutes. It also comes with the corporate seal embosser.

 

Registered Agent

 

Every Delaware corporation is required to have a registered agent, a company or individual reliably available at a known address during business hours, for legal and other communications from the state. This is another service provided by SunDoc to help you outsource your company routine. For full information, see our article: What is a Registered Agent? Why Do I Need One?

 

Name Search

 

Make sure to spend adequate time choosing a new name for your corporation. It's possible that your filing will be rejected if you choose a name that is not clearly available according to Secretary of State records in Delaware. Other requirements are that your name is not too closely related to another company's name and that it does not mislead the public in any way.

 

You can run searches for names yourself, or SunDoc can perform a name availability check or reserve your corporation name for you.

 

EIN

 

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

 

Next Steps

 

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. This article provides general information on the differences between the two corporate tax structures.

 

To talk to a live voice for immediate assistance call us toll-free during business hours at 1-888-595-2747.