Company Registration Process in Delaware | 8 Easy Steps

March 31, 2024
|
13 Minutes
Modified on:
March 31, 2024
|
Written by:
Swati Bucha
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Have you ever wondered why so many big companies choose Delaware to register? Despite being a small state, Delaware is home to some top companies like Alphabet, Amazon, CVS Health, and Comcast. Delaware's incorporation laws have caught the eye of almost 80% of US companies planning an initial public offering and more than 2/3 of all Fortune 500 companies.

Company registration in Delaware is firmly anchored in its rich history and business-friendly regulations, not just in its stunning coastline and zero-tax shopping. Everyone knows that Delaware is among the greatest states where domestic or foreign companies can establish their headquarters.

In this article, we will discuss how a company registers in Delaware and the reasons why Delaware is one of the most preferred business locations. Keep reading to learn about the world of company registration in Delaware!

Benefits of a Company Registration in Delaware

Delaware's allure for company registration is undeniable. The main reasons for incorporating a business in such a jurisdiction are the minimum taxes and the solid and efficient legal system. Here are the benefits of company registration in Delaware:

1. Low Cost of Formation

Company registration in Delaware is cheap compared to other states in the US. Regardless of the form you file for, such as an LLC or corporation, Delaware keeps the cost of operation at the lowest possible level. LLCs, corporations, and small companies do not have to pay taxes, making it a great option for business owners seeking a favorable financial environment.

2. Robust General Corporation Law

Delaware's General Corporation Law, also known as the nation's gold standard of corporate regulations, provides a comprehensive framework widely adopted by other states. It is simple and comprehensive and developed to cope with any corporate situation. It promotes transparency and consistency of business operations.

3. Business-Friendly Legislation

Delaware's legislature is firmly dedicated to business institutions. Because businesses change rapidly, corporate law experts play a crucial role in reviewing legislation and making amendments whenever necessary. The government's proactive approach creates a platform for companies to succeed and develop within a law-based framework.

4. Efficient Court System

Delaware is well known for its Chancery Court, which expeditiously handles complex corporate equity litigation. Companies are relieved of punitive damages and can look forward to a swift and thorough resolution of corporate issues. The incorporation of trial by jury is not present in arbitration, and therefore, the judicial process runs smoothly for businesses by producing timely decisions.

5. Extensive Case Law

Delaware's efficiently developed body of corporate case law has the right precedents that corporate managers and their legal consultants can rely on. This wide-ranging variety of legal decisions is the source of clarity and direction, the cornerstone of informed decision-making, and the minimization of the legal risks faced by firms operating in the country.

6. Streamlined Division of Corporations

The Division of Corporations in Delaware prides itself on its high-efficiency level, where the latter can process upwards of 20,000 filings monthly. In this new age of high-speed services where decisions are made within 24 hours or even within one to two hours for urgent matters, this advanced secretarial service helps businesses to be quick and responsive to their plans and objectives.

Procedures for Incorporating a Company in Delaware

Delaware exceeds 1.9 million legal entities registered as of 2022. It remains a hotspot for business formation. Here are the steps you need to follow for company registration in Delaware:

Step 1: Select a Name For Your Business.

Name selection for the business is a significant step in Delaware's registration procedure. Your business name should represent your brand message, products, and services and find a way to your target audience’s memory. At the same time, the name you choose must not be already taken in Delaware, the state where you plan to incorporate. It is also necessary to have a trademarked name to ensure that no other businesses use it.

It is imperative to perform a state name check to determine the actual availability of your preferred business name in Delaware. The Delaware legislature has specific naming rules for corporations and LLCs, including words like Corp.

How do you Select a Business Name in Delaware?

Business name selection is of prime importance during company registration in Delaware. It goes beyond creativity only; it is about how your brand is identified, and you adhere to state regulations. Here's how to do it effectively:

  • Align with Brand Identity: Make sure the name you go for has the same message as your brand, products, and services. It must create a strong brand image.
  • State Name Check: Perform a comprehensive check to determine whether the name you want is available in Delaware.
  • Compliance with Regulations: Familiarize yourself with the specific naming stipulations for Delaware corporations and LLCs, including mandatory word inclusion. This ensures that the entity is registered without complications and complies with regulations.

Step 2: Hire and Designate Directors (for corporations) or Members/Managers (LLCs).

In the process of company registration in Delaware, the next important step is to recruit members/managers for LLCs or directors for corporations. Here's a breakdown of the requirements for each:

Corporation Requirements

Delaware requires at least one member of the corporate management body. Unlike other states, Delaware doesn’t mention the minimum age for the directors to be appointed or the requirement to be residents. Additionally, directors' names and addresses are not mentioned in the Certificate of Incorporation so leadership can be flexible.

LLC Requirements

Delaware mandates a single manager or more for LLCs. Like corporations, members/managers don't need to be from a specific country region. Also, the member/manager's name and address are not required in the Certificate of Formation, thus providing the LLC with a great deal of flexibility in the LLC structure.

Recruitment or appointment of members or managers and directors to your business entity in Delaware is a fundamental component of the process. Awareness of these mandates would ensure compliance with your state and allow a tailor-made structure of your company's leadership to meet its own needs.

Step 3: Appoint a Registered Agent.

A registered agent is an indispensable part of Delaware's company registration process. It can be an individual or a business entity that receives your company's legal notices and tax documents, including the bills, etc. Delaware requires all companies and LLCs to have a registered agent with a physical address in the state, where PO boxes are not allowed. Adhering to this clause's provision will ensure that your business is updated with necessary legal and tax information, thereby establishing transparency and ensuring adherence to state laws.

Step 4: File the Incorporation Paperwork.

Submitting the incorporation paperwork is one of the major milestones in Delaware's company registration process. Corporations must present a Certificate of Incorporation to the Department of State, and LLCs must submit a Certificate of Formation.

  • Certificate of Incorporation: This certificate outlines the corporation's structure, details of the directors and shareholders, and its purpose. 
  • Certification of Formulation: It includes the major features of an LLC and details of its members, managers, and operating agreements. 

These certifications need to be approved by the government of Delaware.

Step 5: Review the Annual Report and Franchise Tax Requirements.

Understanding annual reports and franchise tax requirements is essential in Delaware company registration. Corporations are expected to file an Annual Franchise Tax Report by March 1; the fee is $50. The tax is structured so that the rate increases with the number of shares or par value (above 5,000). 

On the other hand, LLCs must do the Annual Franchise Tax Statement (Form 555), which must be filed on June 1 for $250. Being on time with their duties and compliance requirements helps the company avoid penalties and maintain goodwill in the legal environment.

Step 6: Obtain the Required License.

The next step of the Delaware company registration procedure involves applying for business certificates and permits. From a sole proprietorship status to a larger entity, you should have these permits to run legally and to comply with the government law on regulation. According to your business type or your business location, you may need permits at the municipal, state, and federal levels of government.

Making sure all the necessary licenses and permits are in place indicates that you are serious about your operations by the duty of law and maintaining the standards set by the regulatory authorities. By acquiring these permits, you extend your hand toward the compliant operation of your business in Delaware.

Step 7: Complete Other Regulatory Obligations and Registrations.

The next step is the accomplishment of any other regulatory obligations, which include registrations and filings. The most critical factor is the necessity of EIN (EIN or tax-related ID of the federal), which is indispensable for tax filing. Like the corporations and the LLCs, using EIN becomes necessary whenever tax obligations are being accomplished.

Besides, the distinction between personal and business finances should be handled carefully. The company must comply with good business practices and the law of segregation of business assets and personal assets. For this to work effectively, it is important to have a separate bank account for your LLC or corporation when it is created. By doing this, you ensure that the financial part of your business is managed correctly and that the company complies with regulatory standards.

Step 8: Additional Considerations

In addition to the core steps of company registration in Delaware, several other considerations may arise depending on your business's structure and management decisions: 

1. Real Estate and Zoning Requirements

The zoning requirements and permits needed for business activities will depend on the type of business. In Delaware, get the necessary permits for your commercial space or property.

2. Loan and Capitalization Requirements

Several factors, such as funding sources, loans, and capitalization strategies, are important for running and sustaining the business. Appraise your finances and consider different opportunities to determine the most financially feasible type of financing in Delaware.

3. Vendor Contracts

Developing supplier relationships and bargaining ability are essential for a successful business. Critically consider vendors' terms and conditions to ensure that you agree with their terms and have an excellent working relationship.

4. Professional Licensing

Some jobs and businesses will mandate licenses and certifying requirements before they can legally function in Delaware. Your business activities require a professional permit, and following the rules and regulations is important. Besides, if women and all the women who own 51% of your business are US citizens, you can go for a Woman-Owned Small Business (WOSB) Certification. The government aims to offer at least 5% of all federal contracting dollars to WOSBs, and you can get millions of dollars to support your business. 

Conclusion

Now you know all the steps included in Delaware's company registration process. Delaware is an extraordinary option for company formation due to its amazingly beneficial business environment and well-planned processes. Consequently, Delaware is highly recognized for its benefits: low formation cost, strong corporate laws, and an efficient legal system. This, therefore, explains why many businesses, including giants like Alphabet and Amazon, choose Delaware as their corporate residence. 

Adopting the suggested approach and considering regulatory obligations, licensing requirements, and other components can help businesses manage compliance and develop their business in the competitive market. Delaware has the resources and support available to sustain itself in the present fast-moving market, whether it's a corporation or an LLC. 

Frequently Asked Questions

1. Why should you choose Delaware for company registration?

Delaware has a lot of benefits. Those include low formation costs, a well-developed corporate law, and a functioning legal system, which makes it a very appealing choice for businesses.

2. What are the requirements for naming your business in Delaware?

Picking the perfect business name in Delaware says something about your brand identity and needs to comply with state laws. To verify the availability and compliance with the legal requirements, a name check in Delaware and familiarity with corporate and LLC naming rules in this state is a must.

3. What are the annual reports and franchise tax requirements in Delaware?

The companies and LLCs must file annual reports and pay franchise taxes to maintain good standing in Delaware. A corporation has to file an annual Franchise Tax report by March 1, and the LLC has to file by June 1. Making sure that the required specifications and deadlines are followed serves as a basis for compliance with Delaware's rules.

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