How to File a Certificate of Incorporation in Delaware

Delaware is one of the top business-friendly states in the United States and has many Fortune 500 companies registered there. Numerous U.S.-based entities and foreign businesses choose to file a Certificate of Incorporation in Delaware.

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To start a Delaware corporation, you need to file a Delaware Certificate of Incorporation, which can involve plenty of paperwork and administrative fees.

Your incorporation certificate is filed with the Delaware Department of State. When you file your Certificate of Incorporation, the information is accessible to the public. Let’s make the process of filing a Certificate of Incorporation easier by discussing what’s needed and how to file it.

How to Complete the Certificate of Incorporation Form

It’s important that you read the forms thoroughly before submitting information. Errors can lead to a delay in processing.

Your first step is to download the document outlining what’s needed for a Certificate of Incorporation. If you are a foreign business, you need to apply for permission to conduct business in the state of Delaware. A foreign business is a corporation formed in a location outside Delaware. There’s quite a bit of important information required, which is summarized below.

For foreign businesses, you’ll need to do the following:

  • Fill in your business name. If it’s not available in the state of Delaware, select an alternate name. You may then be able to use your original name as a Delaware DBA (doing business as).
  • Supply information regarding the jurisdiction of your incorporation, along with a certificate.
  • Provide details and the specific purpose of your foreign corporation.
  • Fill in the name and street address of your registered agent in Delaware.
  • Provide a comprehensive list of assets and liabilities dating back six months.
  • Get an authorized officer to sign the execution block along with their name. The name must be legible.

For domestic (in-state) businesses, you’ll need to do the following:

  • Fill in the name of your corporation. Please note that your name must include one of these words: association, corporation, company, club, foundation, fund, institute, society, union, syndicate, incorporated, limited, or their abbreviations. To confirm your name is available, consult the state of Delaware’s page. If your name is available you can reserve it for 120 days with the state of Delaware for a fee of $75, or you can use ZenBusiness’ name reservation service. You may be able to opt for a “doing business as” name if the one you want isn’t available.
  • Provide the name and street address of your Delaware registered agent. Use our registered agent service to find one.
  • List the total authorized shares for your corporation and the par values assigned.
  • Provide the incorporator’s name (person filling in the form), signature, and official address.
  • Sign and print your name in the execution block.

Once the forms are ready to send, you can either mail them with a cover letter, fax them, or use the document upload service.

Supplemental form(s) to include with your submission

There might be a few more forms that you have to submit with your Delaware Certificate of Incorporation. For example, if you are a professional corporation requiring a state license to operate, you will need to submit a copy of your professional license. Such vocations might include medicine, veterinary services, and law.

Foreign corporations will need to attach a Certificate of Existence, usually called a Certificate of Good Standing, from their jurisdiction, and that cannot be older than six months. Attach any formal certificate that you might deem necessary. Examples of this might include approval for unique naming conventions.

How to submit the form

You can submit the form via mail, fax, or online.  It can be submitted using the state’s Document Upload Service or by mail. If you choose to mail, a cover sheet with your name or entity name, return address and phone number is required. You may also contact their office at 302-739-3073 with any questions or help needed in order to complete your forms.The correct filing fees need to be paid at the time of submission. Fees vary according to your type of corporation. An accurate Delaware incorporation fee calculator is available online. The turnaround time is typically anywhere from 10 to 15 business days if you file by mail, but it may be longer during peak periods.You can expedite the process for a fee of $50 for 24 hours and $100 for the same day.

The correct filing fees needs to be paid at the time of submission. Fees vary according to your type of corporation. An accurate Delaware incorporation fee calculator is available online. The turnaround time is typically anywhere from 10 to 15 business days if you file by mail, but it may be longer during peak periods.You can expedite the process for a fee of $50 for 24hours and $100 for the same day.

ZenBusiness offers a range of services for new businesses, including helping you file with your Certificate of Incorporation in Delaware. We offer a variety of business formation plans that include everything from providing a corporate bylaws template to helping with your annual report and more.

Delaware Incorporation FAQ

  1. 1. What does it cost to incorporate in Delaware?

    There is a minimum state fee of $89 to incorporate in Delaware. This includes your Division of Corporation fees, filing fees, data entry fees, and county recording fee for one-page documents (additional pages cost $9). It’s a baseline fee that varies based on your stock entities. Accurate online calculators for stock par value types can be accessed on Delaware’s Division of Corporations website.

  2. 2. How long does the incorporation process take in Delaware?

    If you’ve settled the required fees and filled in the documentation correctly, it should take between 10 and 15 business days to process. During peak times (March, June, and December), documents might take longer to process. To expedite the process, there is a same-day fee of $100, a $50 fee for a 24-hour turnaround service, $500 fee for a two-hour priority service, and $1,000 for one hour. If all of that seems like a lot to take in, use the ZenBusiness fast filing service.

  3. 3. Who processes the Delaware Certificate of Incorporation?

    Your Certificate of Incorporation needs to be filed with the Delaware Department of State, where it’s processed. By law, Delaware requires all legal entities to appoint a Delaware registered agent who accepts legal documents, like subpoenas and documents from the state’s business formation agency, on your behalf during standard business hours.

  4. 4. Which business entities need to incorporate in Delaware?

    Large local and foreign corporations have to incorporate in Delaware. What Delaware statute governs the Delaware Certificate of Incorporation? Delaware Chapter 8 Title 1 governs the Certificate of Incorporation.

  5. 5. Do I need an attorney to file the Delaware Certificate of Incorporation?

    No, it’s not a legal requirement in Delaware. However, it’s advisable to consult the services of an attorney. Professional legal advice can prevent hiccups and financial losses further down the line.

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