Steps to Easily Form a Delaware Corporation

Published on September 30, 2025 and written by Cyril Jarnias

Delaware, a small state on the East Coast of the United States, is renowned for its business-friendly environment. With a robust legal framework and attractive tax benefits, it attracts numerous entrepreneurs from around the world. If you’re considering establishing your company in this state, here is a detailed guide to the administrative steps to follow.

Why Choose Delaware for Your Company?

Before diving into the administrative details, it’s important to understand why Delaware is so popular among entrepreneurs. This state offers several significant advantages:

– A business-friendly legal system with extensive business law jurisprudence – Favorable taxation, especially for companies not conducting business within the state – Enhanced confidentiality for shareholders – Flexibility in corporate governance structure

Delaware hosts over 1.6 million business entities, including more than 66% of Fortune 500 companies. This popularity isn’t accidental but the result of a carefully cultivated legal and tax environment designed to attract businesses.

Key Steps to Create Your Company in Delaware

Establishing a company in Delaware involves several crucial steps. Here’s an overview of the main procedures to follow:

1. Choose the Appropriate Legal Structure

The first important decision is choosing your business’s legal structure. In Delaware, the most common forms are:

• LLC (Limited Liability Company)
• Corporation (equivalent to the French SA)
• S-Corporation (a tax variant of the Corporation)

Each structure has its advantages and disadvantages in terms of taxation, liability, and management. The LLC is often preferred for its flexibility and management simplicity, while the Corporation may be more suitable for businesses aiming for rapid growth or an initial public offering.

2. Reserve Your Company Name

Once the legal structure is chosen, you need to check the availability of your future company name with the Delaware Division of Corporations. You can reserve a name for a period of 120 days for a fee of $75. This step, although optional, is recommended to ensure the chosen name will be available at the time of official registration.

3. Designate a Registered Agent

Every company in Delaware must have a Registered Agent in the state. This agent is responsible for receiving official documents and legal notifications on behalf of the business. They must have a physical address in Delaware and be available during business hours. Many specialized companies offer this service for an annual cost typically ranging from $50 to $300.

Required Documents Based on Legal Structure

The documents needed to create your company vary depending on the chosen legal structure. Here’s an overview of the requirements for the most common forms:

For an LLC (Limited Liability Company)

To create an LLC in Delaware, you must file a “Certificate of Formation” with the Division of Corporations. This document must include:

• The LLC name
• The address of the registered agent in Delaware
• The name and signature of the organizer (the person filing the document)

In addition to this certificate, it’s highly recommended to draft an “Operating Agreement.” Although not mandatory in Delaware, this agreement defines the internal operating rules of the LLC and the relationships between members.

For a Corporation

Creating a Corporation requires filing a “Certificate of Incorporation.” This document must contain:

• The Corporation name
• The registered agent’s address
• The number of shares the Corporation is authorized to issue
• The name and address of the incorporator (the person filing the document)

Corporations must also adopt Bylaws that detail the internal governance rules of the business. Although these bylaws aren’t filed with the state, they are essential for the company’s operation.

Registration Procedures and Associated Costs

Once your documents are prepared, the next step is to file them with the Delaware Division of Corporations. Here’s an overview of the procedure and costs:

Document Filing

Filing can be done online, by mail, or in person. The online method is generally the fastest and most convenient, especially for foreign entrepreneurs. Processing times vary depending on the chosen filing method:

• Standard processing: 10-15 business days
• Expedited processing: 24-48 hours (for an additional fee)
• Same-day processing: available for a higher cost

Registration Costs

Filing fees in Delaware are relatively moderate compared to other jurisdictions. Here’s an overview of costs in 2025:

• LLC: $90 for filing the Certificate of Formation
• Corporation: $89 + $0.02 per authorized share for the Certificate of Incorporation

In addition to these fees, there are costs for the registered agent and potentially for a business formation service if you choose to hire a professional to assist with the procedures.

Annual Taxes

Remember that your company will need to pay annual taxes in Delaware:

• LLC: fixed annual tax of $300
• Corporation: annual tax based on share value, with a minimum of $175

Post-Formation Obligations: What You Need to Know

Creating your company is just the beginning of the adventure. Several obligations must be met to keep your business compliant in Delaware:

Record Keeping

All Delaware companies must maintain accurate records of their activities, financial transactions, and important decisions. For Corporations, this includes minutes of board of directors and shareholder meetings. LLCs generally have less strict requirements, but it’s recommended to document all important member decisions.

Annual Reports

Corporations must file an annual report and pay a franchise tax before March 1st of each year. LLCs don’t need to file an annual report but must pay their annual tax before June 1st.

Tax Compliance

Even if your company doesn’t do business in Delaware, it may have federal tax obligations and potentially in other states where it operates. It’s crucial to consult a tax expert to understand your specific obligations.

Maintaining the Registered Agent

Your company must continuously maintain a registered agent in Delaware. Any change of agent must be promptly communicated to the state.

Special Considerations for Foreign Entrepreneurs

If you’re a foreign entrepreneur looking to create a company in Delaware, a few additional points deserve your attention:

Obtaining an EIN (Employer Identification Number)

The EIN is the American equivalent of the French SIRET number. It’s necessary to open a bank account, hire employees, and manage your tax obligations. As a foreigner, you can obtain an EIN online or by phone from the IRS (Internal Revenue Service).

Opening a Bank Account

Opening a bank account for a foreign company in the United States can be complex. Many banks require physical presence, which may necessitate a trip to the United States. Some online banks offer more flexible solutions for foreign entrepreneurs.

Visa and Physical Presence

Although you don’t need a visa or physical presence in the United States to create a company in Delaware, these elements may become important if you plan to actively develop your business on American soil.

Creating a company in Delaware offers many advantages but requires careful planning and a thorough understanding of legal and administrative obligations. By following this guide and surrounding yourself with the right advice, you’ll be well prepared to launch your business in this state renowned for its pro-business environment.