How to incorporate business in Delaware?

Step 1: Choose your unique business name

• Selecting a name that aligns with your Delaware business incorporation services, products and message, including an identifier, such as Inc. or LLC.
• After that, doing a state name check in case your desired name is already taken in Delaware.

Step 2: Recruit and/or appoint members/managers (LLCs) or directors (corporations)

LLC requirements:

• Delaware requires LLCs to have one or more members/managers
• Delaware does not specify age requirements of members/managers
• Delaware does not specify where members/managers must reside
• Delaware does not require member/manager names and addresses to be listed in the Certificate of Formation.

Corporation requirements:

• Delaware requires a corporation to have one or more directors
• Delaware does not specify age requirements
• Delaware does not specify where directors must reside
• Delaware does not require director names and addresses to be listed in the Certificate of Incorporation.

Step 3: Appoint a registered agent

Every Delaware corporation must have an agent in the state for the process of service and receiving legal documents. The registered agent may be (1) an individual Delaware resident, or (2) a business entity authorized to do business in Delaware.

The registered agent must have a physical street address in Delaware. However, if your corporation has a representative office physically located in Delaware, it may act as its own registered agent.

Step 4: Prepare and file the Certificate of Incorporation/Formation

A Certificate of Incorporation for corporations or Certificate of Formation for LLCs needs to be filed with the Department of State. Here’s what the Certificate of Incorporation normally includes:

• The corporation name
• The corporation’s mailing address and street address
• The corporation's Registered Agent and their address
• The corporation’s capital structure (number of shares to be issued, who owns them, pricing, etc.)
• The name and address of the incorporator.

Step 5: File annual report and franchise tax

Delaware requires corporations to file an Annual Franchise Tax Report. The due date for corporations is March 1. For LLCs, Delaware requires to file an Annual Franchise Tax Statement by June 1.

Step 6: Obtain required business licenses/permits

Most small businesses, including sole proprietorships, need a combination of licenses and permits from both federal and state agencies to operate legally and meet government standards.

Step 7: Comply with other tax and regulatory requirements

Other tax and regulatory obligations you should consider for your corporation or LLC include obtaining a Federal tax identification number (EIN).

Step 8: Open a bank account for your business

Open a business account when you're ready to start accepting or spending money for your LLC or corporation. You will most likely need an EIN and your incorporation paperwork.

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