When choosing a Corporation name, consider the following:

• Availability: Check Delaware's business name database for uniqueness.

• Legal Requirements: Comply with Delaware laws, use appropriate designators.

• Restricted Terms: Watch for restrictions on terms like "bank" or "university."

• Avoid Misleading Names: Ensure the name doesn't imply false activities.

• Trademark Check: Search for conflicts using the USPTO database.

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You may want to consult with a business advisor to ensure compliance and to address any specific concerns related to your chosen name.​

 

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Step 2: Appoint a Registered Agent

Designate a registered agent who will receive legal and official documents on behalf of your Corporation in Delaware. A registered agent is an individual or business entity designated to receive legal and official documents on behalf of your Corporation. This includes important mail, such as tax forms, legal notices, and service of process (lawsuits).

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The registered agent must have a physical address in the state and be available during business hours.

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The cost of a registered agent for 12 months varies depending on the service provider and the state in which your Corporation is formed. Typically, the cost ranges from \$125 to \$200 per year.

 

 

 

Ways to find a registered agent

Search online: There are many websites that list registered agents in your state. You can search by location, price, and other factors.

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Contact the Secretary of State: The Secretary of State may have a list of registered agents that you can contact.

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Step 3: USA Mailing Address

When forming an Corporation, you are required to provide:

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1. Registered agent address - where legal and official documents will be served to your Corporation, and

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2. Mailing address (business address) - The mailing / business address is the location where your Corporation conducts its operations and receive all other mail items.

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The business address can be a physical address or a mailing address, such as a P.O. Box or a virtual office address.

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Step 4: File Articles of Incorporation

Prepare and file the Certificate of Incorporation with the Delaware Secretary of State. Your Certificate of Incorporation is the legal document that establishes your corporation. The certificate requires the following information:

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STATE OF DELAWARE

CERTIFICATE OF INCORPORATION

A STOCK CORPORATION

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1. The name of the corporation.

2. The registered agent's name and address.

3. The purpose of the corporation.

4. Authorized Shares: number of authorized shares and par value.

5. The name and mailing address of the incorporator

6. Execution Block - The document must be signed by the incorporator.

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Note: This form contains information required by statute; if you need to add additional information permitted by statute you may draft a new document.

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Step 4: Articles of Incorporation - Filing Fee

The filing fee for the Articles of Incorporation is $89. A certified copy may be requested for an additional $50.

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This fee may be subject to change, so it's important to verify the current fee at the time of your Corporation formation.

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You can submit the filing fee along with the completed Articles of Incorporation form to the Delaware Secretary of State.

 

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Confirmation of Filing

After you file the Articles of Incorporation for your Corporation, several things typically occur:

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1. Confirmation of Filing: Once you have filed your Articles of Incorporation, you will receive a confirmation email with your Corporation's filing number. You can use this filing number to track the status of your filing.

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2. Certificate of Incorporation: Once your Articles of Incorporation are processed, and the filing is approved, you will receive a stamped and approved copy of your filed documents.

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Your Corporation is created.

1. Legal Recognition: With the filing of the Articles of Incorporation and receipt of the Certificate of Incorporation, your Corporation becomes legally recognized as a separate business entity.

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2. Limited Liability Protection: As a result of forming a Corporation, the primary benefit is limited liability protection. This means that the shareholders of the Corporation are not personally liable for the company's debts.

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3. Taxation: A Corporation is taxed separately from its shareholders. The Corporation files its own tax return. Its profits and losses are not reported on the shareholders' individual tax returns. This is known as "double taxation."

 

 

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Step 6: Bylaws

Bylaws are a set of rules and regulations that govern the internal operations, management, and decision-making processes of a corporation. They outline how the corporation will be run, the roles and responsibilities of directors and officers, and the procedures for holding meetings and making important corporate decisions.

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Bylaws are essential for Delaware Corporations for the following reasons:

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1. Legal Requirement: State law requires corporations to adopt bylaws.

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2. Internal Governance: Bylaws provide a clear framework for the internal governance of the corporation, ensuring that all members and stakeholders are aware of their rights and responsibilities

 

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Preparing Bylaws for your Corporation

1. Research State Requirements: Review the specific requirements and guidelines for operating agreements.

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2. Outline Key Sections: Identify the sections you want to include in your operating agreement. Some common sections are:

• Corporation Name: The name of the corporation shall be […..]

• Corporate Purpose: A statement defining the corporation's primary purpose and activities it is authorized to engage in.

• Shareholder Meetings: Procedures for calling and conducting shareholder meetings, including the notice requirements and voting procedures.

• Board of Directors: Composition, qualifications, and powers of the board of directors, including the election and removal of directors, their terms of office, and the procedures for board meetings. 

• Officers: Roles and responsibilities of officers (e.g., CEO, CFO, Secretary), their appointment, duties, and authority.

• Stock:

• Issuance of stock: Procedures for issuing and transferring shares of stock, including any restrictions on share transfers.

• Stock certificates: Rules for issuing and maintaining stock certificates (if applicable).

• Dividends and Finances: Rules and procedures for declaring and distributing dividends, as well as managing the corporation's finances.

• Amendments: The process for amending the bylaws, including the voting requirements for making changes.

• Indemnification: Provisions for indemnifying directors, officers, and other corporate agents against legal liabilities incurred in the course of their corporate duties.

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3. Draft the Bylaws: Using the information gathered, and the sections identified above.

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4. Execution: The bylaws are typically signed by the initial incorporator(s). The incorporator(s) are the individuals or entity responsible for organizing and forming the corporation.

Remember, while it's possible to prepare a Corporation Bylaws by yourself, it is generally recommended to seek professional legal assistance.

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