How to Register a Corporation in Delaware: A Step-by-Step Guide for 2026

Delaware remains the undisputed corporate capital of America. Over 1.8 million business entities—including 67% of Fortune 500 companies and 93% of all US-based initial public offerings—choose Delaware. Tesla, Amazon, Google, and virtually every venture-backed startup completed Delaware C corp registration before seeking funding or going public.

Corporations choose Delaware as their preferred state as it offers the Court of Chancery—a specialized business court with 230 years of corporate law precedent, advanced corporate statutes providing maximum flexibility for governance and financing, and no corporate income tax for corporations that don't operate in Delaware. There is complete privacy for shareholders whose names never appear in public filings, and a business-friendly environment that attracts investors and supports companies from formation through IPO. This guide covers what a Delaware corporation is and how to register a corporation in Delaware:

What is a Delaware corporation?

A Delaware corporation is a business entity formed under Delaware state law that exists as a separate legal person distinct from its shareholders. Shareholders are not personally responsible for the corporation's debts or legal obligations beyond their investment in company stock.

Delaware offers unique advantages for corporations:

• Specialized business court with 230 years of corporate law precedent providing fast, predictable decisions without juries
• Delaware General Corporation Law (Title 8) provides maximum flexibility for governance, financing, and M&A transactions
• Delaware does not require disclosing shareholder names or ownership percentages in public filings
• Corporations that don't conduct business within Delaware pay no Delaware corporate income tax

Here are key steps to register a corporation in Delaware:

Step 1: Choose a unique corporate name

Delaware requires your corporate name to be distinguishable from all other business entities registered with the Delaware Division of Corporations.

Delaware corporate naming requirements

Your corporate name must include one of the following words or abbreviations:

• Association
• Company
• Corporation
• Club
• Foundation
• Fund
• Incorporated
• Institute
• Society
• Union
• Syndicate
• Limited
• Abbreviations: Co., Corp., Inc., Ltd.

Example acceptable names: TechVentures Corporation, Delaware Holdings Inc., Coastal Capital Co., Innovation Labs Ltd.

Your corporate name cannot include words suggesting the business is a bank, insurance company, or trust company without proper licensing.

Search Delaware corporate name availability

Before filing your Certificate of Incorporation, search the Delaware Division of Corporations database at icis.corp.delaware.gov to confirm your desired name is available.

If your preferred name is taken, modify it slightly—add a word, change the structure, or use initials.

Reserve your corporate name (optional)

If you're not ready to file your Certificate of Incorporation immediately but want to secure your corporate name, you can reserve it for 120 days by filing a Name Reservation Application. The reservation fee is $75.

Name reservation is optional—most corporations file their Certificate of Incorporation immediately once they've confirmed name availability.

Step 2: Appoint a Delaware registered agent

Every Delaware corporation must designate a registered agent with a physical street address in Delaware. The registered agent receives service of process, legal notices, tax documents, and official correspondence on behalf of your corporation.

Registered agent requirements

Your registered agent must:

• Have a physical street address in Delaware (not a P.O. box)
• Be available during normal business hours to accept documents
• Be either an individual who is a Delaware resident or a business entity authorized to operate in Delaware

You can serve as your own registered agent if you have a physical Delaware address and are available during business hours. Most corporations hire professional registered agent services.

Registered agent costs

Professional registered agent services charge $50-$300 annually. Many incorporation services include the first year of registered agent service free.

You must list your registered agent's name and Delaware address on your Certificate of Incorporation. You cannot file without designating a registered agent.

Step 3: Determine your stock structure

Before filing your Certificate of Incorporation, you must determine your authorized shares—the maximum number of shares your corporation can issue.

Authorized shares vs. issued shares

Authorized shares are the maximum number of shares your corporation can issue as stated in the Certificate of Incorporation. Issued shares are shares actually issued to shareholders—typically far fewer than authorized shares.

Most startups authorize 10,000,000 shares of common stock. This provides flexibility for future financing rounds, employee stock options, and equity grants without amending the Certificate of Incorporation.

Par value vs. no par value

Shares can have par value (a stated minimum value per share, typically $0.0001 or $0.00001) or no par value. Most modern corporations use par value stock with extremely low par values to minimize Delaware franchise tax calculations.

Delaware filing fee calculation

The Delaware filing fee is based on your authorized shares. For corporations authorizing up to 1,500 shares of no par value stock, the minimum filing fee is $89. For par value stock or more than 1,500 shares, the fee increases.

Most startups authorizing 10,000,000 shares with $0.0001 par value pay approximately $89-$109 in filing fees.

Step 4: File the Certificate of Incorporation

The Certificate of Incorporation is the legal document that creates your Delaware corporation. It's filed with the Delaware Division of Corporations.

 

The Delaware Certificate of Incorporation for stock corporations is a straightforward document requiring five key articles. Understanding each field ensures accurate filing and proper stock structure from the start.?

Article 1: Name of the Corporation

Enter your corporation's complete legal name exactly as you want it to appear in Delaware records. The name must include one of these words or abbreviations: association, company, corporation, club, foundation, fund, incorporated, institute, society, union, syndicate, limited, Co., Corp., Inc., or Ltd..

Pro-tip: Search the Delaware Division of Corporations database at icis.corp.delaware.gov before filing to verify your name is available. If you're filing a trademark-sensitive name, consider reserving it for 120 days ($75 fee) while you complete other formation steps.

Article 2: Registered Office and Registered Agent

Provide the complete street address of your registered office in Delaware, including street, city, county, and ZIP code. Then list the name of your registered agent at that address who will accept service of process.

Article 3: Purpose of the Corporation

This article contains pre-filled general purpose language: "The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware". No action is required unless you need a specific purpose statement.

Pro-tip: The general purpose clause works for 99% of corporations and provides maximum flexibility as your business evolves. Only modify this if you're forming a nonprofit, professional corporation, or need specific language for regulatory licensing.

Article 4: Authorized Stock

List the total number of authorized shares and the par value per share. Example: "10,000,000 shares with a par value of $0.0001 per share".

Pro-tip: Most venture-backed startups authorize 10,000,000 shares with $0.0001 or $0.00001 par value—this provides flexibility for future financing rounds and employee stock options without requiring amendments. The filing fee for this structure is typically $89-$109, and low par value minimizes your annual Delaware franchise tax.

Article 5: Incorporator Name and Mailing Address

List the incorporator's full name and complete mailing address including ZIP code. The incorporator can be anyone—they don't need to be a shareholder, director, or officer, and the corporation itself cannot be the incorporator.

Pro-tip: The incorporator's only role is signing the Certificate of Incorporation—they have no ongoing duties after filing. Many companies use their attorney or formation service as incorporator to keep founder names off public records.

Execution Block: Incorporator Signature

The incorporator listed in Article 5 must sign the document. Print or type the incorporator's name legibly below the signature line.

Optional Articles Not Required But Commonly Added

Initial Directors: You can list initial directors' names and addresses in an optional Article 6, or appoint them later through organizational resolutions.?

Stock Classes: If authorizing multiple share classes (common and preferred stock), add detailed provisions specifying rights, preferences, and restrictions for each class.

Indemnification: Many corporations add provisions indemnifying directors and officers to the fullest extent permitted by Delaware law.?

Delaware corporation filing fee

The Delaware Division of Corporations charges a minimum of $89 to file the Certificate of Incorporation for corporations with standard stock structures. The fee increases based on authorized shares and par value.

Additional fees include:

• County recording fee: $24 (optional but recommended)
• Certified copy: $50 (optional)
• Expedited processing: $50 (24-hour), $100 (same-day), $500 (2-hour), $1,000 (1-hour)

Standard online filings process within 2-4 business days.

How to file the Certificate of Incorporation

You have three filing options:

Option 1: File online yourself—Go to corp.delaware.gov and file directly through the Delaware Division of Corporations online system. Cost: $89+ filing fee. Processing time: 2-4 business days.

Option 2: File by mail—Download the Certificate of Incorporation form, complete it, and mail it with a check to Delaware Division of Corporations, P.O. Box 898, Dover, DE 19903. Processing time: 1-2 weeks.

 

When is your corporation officially formed?

Your corporation exists as a legal entity on the effective date shown on your filed Certificate of Incorporation. You'll receive a stamped copy showing the official formation date and file number.

Step 5: Create corporate bylaws

Corporate bylaws are the internal rules governing how to register a corporation in Delaware operations.

Are bylaws required in Delaware?

Yes—Delaware law requires every corporation to have bylaws. Section 109 of the Delaware General Corporation Law states that corporations must adopt bylaws.

Bylaws are not filed with the state—they're internal documents kept with corporate records. However, their existence and proper adoption are legally required.

What do corporate bylaws include?

Your corporate bylaws should address:

• Board of Directors: Number of directors, qualifications, election procedures, term length, removal procedures, meeting requirements, quorum requirements, and voting procedures
• Officers: Titles (President, CEO, CFO, Secretary), duties and responsibilities, appointment procedures, term length, and removal procedures
• Shareholders: Voting rights, meeting requirements (annual and special meetings), notice requirements, quorum requirements, voting procedures, and proxy rules
• Stock: Share classes, transfer restrictions, stock certificate requirements, and lost certificate procedures
• Amendments: Procedures for amending bylaws, who can amend (board vs. shareholders), and voting requirements for amendments
• Indemnification: Provisions indemnifying directors and officers from liability to the fullest extent permitted by Delaware law

Do you file the bylaws with Delaware?

No—you do not file your bylaws with the Delaware Division of Corporations. Bylaws are internal documents kept with corporate records.

Step 6: Hold the organizational meeting and issue stock

After filing your Certificate of Incorporation and adopting bylaws, you must hold an organizational meeting to complete the Delaware C corp registration process.

What happens at the organizational meeting?

The organizational meeting (which can be held by written consent in lieu of an actual meeting) accomplishes:

• Elect directors: If not named in the Certificate of Incorporation, shareholders elect the initial board of directors
• Adopt bylaws: The board formally adopts the corporate bylaws
• Appoint officers: The board appoints corporate officers (President, CEO, CFO, Secretary)
• Authorize stock issuance: The board authorizes issuing shares to founders in exchange for contributions (cash, intellectual property, services, or other consideration)
• Adopt stock option plan: For corporations planning to grant equity to employees, the board adopts a stock option plan
• Approve initial contracts: The board approves any initial contracts, leases, or agreements
• Authorize opening bank accounts: The board authorizes officers to open corporate bank accounts

Issue stock to founders

Stock must be issued pursuant to a board resolution authorizing the issuance. The board resolution specifies the number of shares issued to each founder, the consideration received (typically cash or services), and the purchase price.

Founders receive stock certificates (or electronic confirmations) documenting their ownership. The corporation maintains a stock ledger recording all issued shares.

Step 7: Obtain an Employer Identification Number (EIN)

An Employer Identification Number (EIN) is a federal tax identification number issued by the IRS. It functions like a Social Security number for your corporation.

Does your Delaware corporation need an EIN?

Yes—all corporations must obtain an EIN regardless of whether they have employees. You need an EIN to:

• Open a corporate bank account (banks will not open business accounts without an EIN)
• File federal corporate tax returns (Form 1120 or Form 1120-S)
• File Delaware franchise tax reports (EIN required for electronic filing)
• Hire employees and withhold payroll taxes
• Establish business credit and apply for business loans
• Issue Form W-2 to employees and Form 1099 to contractors
• Apply for business licenses and permits at federal, state, and local levels
• Set up merchant accounts for accepting credit card payments

How to apply for an EIN

Apply for an EIN online at irs.gov. The online application (Form SS-4) asks for:

• Corporation's legal name exactly as stated in the Certificate of Incorporation
• Corporation's Delaware address (can be your registered agent's address)
• Responsible party information (name, SSN or ITIN, and title of the person controlling the corporation)
• Business start date
• Principal business activity
• Expected number of employees

The application takes 10-15 minutes and you receive your EIN immediately upon completion. The IRS provides a confirmation letter you should save with your corporate records.

Can you get an EIN without a Social Security number?

Yes—you can obtain an EIN even if you don't have a US Social Security number or Individual Taxpayer Identification Number (ITIN). However, the online application requires a US taxpayer identification number for the responsible party.

If you don't have a US taxpayer ID, you can mail Form SS-4 to the IRS instead of applying online. Include a cover letter explaining you're applying by mail because you're not a US resident. Processing takes 4-6 weeks by mail.

International founders often appoint a US-based director or officer with a valid SSN or ITIN as the responsible party to complete the online EIN application immediately.

Step 8: Obtain business licenses and comply with other states' requirements

After forming your Delaware corporation, you must obtain necessary licenses and register in states where you conduct business.

Federal business licenses and permits

Certain industries require federal licenses or registrations regardless of where you incorporate:

• Alcohol: Alcohol and Tobacco Tax and Trade Bureau (TTB) permits for manufacturing, importing, or selling alcoholic beverages
• Firearms and ammunition: Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF) Federal Firearms License
• Transportation: Federal Motor Carrier Safety Administration (FMCSA) registration for interstate trucking; Federal Aviation Administration (FAA) certificates for aircraft operations
• Agriculture: USDA permits for meat processing, organic certification, or agricultural exports
• Broadcasting: Federal Communications Commission (FCC) licenses for radio, television, or telecommunications
• Investment and securities: SEC registration for investment advisers; FINRA membership for broker-dealers
• Pharmaceuticals and medical devices: FDA registration and approval for manufacturing, importing, or distributing drugs or medical devices

Research your industry's federal requirements through the Small Business Administration website at sba.gov or consult with an attorney specializing in your field.

State and local business licenses

Most states and localities require business licenses, permits, or registrations:

• State-level requirements: Professional licenses (medical, legal, accounting, engineering, real estate), sales tax permits for collecting sales tax, employer registrations for withholding state income taxes, and industry-specific permits (food service, healthcare, childcare, construction)
• Local requirements: City or county business licenses, zoning permits confirming your business location is properly zoned, building permits for renovations or construction, health department permits for food service or healthcare facilities, and sign permits for exterior business signage

Contact the economic development office or business licensing department in each city or county where you'll operate to identify local requirements. Requirements vary significantly—San Francisco has different requirements than Houston or Miami.

Step 9: Understand beneficial ownership reporting requirements

The Corporate Transparency Act (CTA) initially required corporations and LLCs to report beneficial ownership information to FinCEN. However, recent regulatory changes significantly impact Delaware corporations.

Current exemption for U.S. domestic companies

In March 2025, the U.S. Treasury Department eliminated BOI reporting requirements for all U.S. domestic companies. Delaware corporations formed under Delaware law are classified as domestic companies and are currently exempt from filing BOI reports.

What was previously required

Before the March 2025 exemption, corporations had to report information about beneficial owners (individuals owning 25% or more or exercising substantial control) and company applicants. Filing deadlines depended on formation date, with corporations formed in 2025 or later required to file within 30 days of formation.

Exemptions that applied before March 2025

Twenty-three categories of entities were exempt from BOI reporting, including SEC reporting companies, banks, insurance companies, tax-exempt entities, and large operating companies with more than 20 full-time U.S. employees, over $5 million in annual revenue, and a physical U.S. office.

Monitor for future changes

The current exemption for domestic companies is an interim rule. FinCEN is accepting comments and intends to finalize the rule in 2026. Check FinCEN.gov/boi periodically to ensure your Delaware corporation remains compliant with any future reporting obligations.

Foreign qualification: Registering to do business in other states

If your Delaware corporation conducts business in states other than Delaware, you must foreign qualify (register as a foreign corporation) in those states.

What activities require foreign qualification?

You're generally required to foreign qualify if your corporation:

• Maintains a physical office, retail location, warehouse, or other permanent establishment in another state
• Hires employees who work in another state
• Owns or leases real estate in another state
• Regularly conducts in-person business activities in another state (sales calls, service delivery, installations)
• Has a physical presence through equipment, inventory, or assets in another state

You typically do not need to foreign qualify for:

• Selling products online or by phone to customers in other states
• Attending occasional trade shows or conferences in other states
• Maintaining a bank account in another state
• Owning stock or securities issued by companies in other states
• Conducting business through independent contractors in other states

The definition of "doing business" varies by state—consult an attorney if you're unsure whether your activities require foreign qualification.

How to foreign qualify your Delaware corporation

To foreign qualify in another state, you must:

1. Obtain a Certificate of Good Standing from Delaware proving your corporation is active, compliant with Delaware law, and authorized to conduct business. Request this from the Delaware Division of Corporations for $50.
2. Choose and register a corporate name in the foreign state. If your Delaware corporate name is taken in the foreign state, you may need to register under an assumed name or "doing business as" (DBA) name.
3. Appoint a registered agent in the foreign state with a physical address in that state.
4. File foreign qualification documents (typically called Application for Certificate of Authority or similar) with the foreign state's Secretary of State.
5. Pay foreign qualification fees ranging from $100 to $750 depending on the state.
6. Comply with ongoing requirements including annual reports, franchise taxes, and maintaining good standing in both Delaware and the foreign state.

How NSKT Global can help with your Delaware corporation formation and compliance

NSKT Global specializes in Delaware C corp registration, compliance, and corporate governance for startups, growing companies, and established businesses. Our C corp registration services include complete incorporation from name availability search through EIN application, Delaware registered agent service with a physical Dover address, customized Certificate of Incorporation drafting tailored to your business structure and financing plans, corporate bylaws preparation addressing governance, indemnification, and shareholder rights, organizational meeting coordination and stock issuance documentation, and annual franchise tax filing with automatic March 1 deadline reminders.

Whether you're forming your first corporation, preparing for venture capital financing, or restructuring existing entities for acquisition, NSKT Global ensures your Delaware corporation maintains compliance while providing the governance framework investors expect.

Frequently Asked Questions

How do I get a certificate of incorporation?

If you are searching online on how do i get a certificate of incorporation, file your Certificate of Incorporation with the Delaware Division of Corporations online at corp.delaware.gov, by mail, or through an incorporation service. The document requires your corporate name, registered agent information, authorized shares, incorporator details, and the $89+ filing fee. 

What is a certificate of incorporation of a United States corporation company?

A certificate of incorporation is the legal founding document filed with a state (typically Delaware) that creates a corporation as a separate legal entity. It establishes the corporation's name, registered agent, authorized stock structure, and purpose, and serves as official proof that the business entity legally exists under state law.

How long does Delaware C corp registration take?

Delaware C corp registration takes 2-4 business days for standard online filing. Expedited processing options are available: 24-hour service ($50), same-day service ($100), 2-hour service ($500), or 1-hour service ($1,000). Mail filings typically process within 1-2 weeks.

Do I need a Delaware address to register a corporation in Delaware?

No, you don't need a personal Delaware address to register a corporation in Delaware. However, you must appoint a registered agent with a physical Delaware street address who receives legal documents on your corporation's behalf. Professional registered agent services cost $50-$300 annually and provide this required Delaware address.

What is the difference between a Certificate of Incorporation and corporate bylaws?

The Certificate of Incorporation is a public document filed with Delaware that legally creates your corporation, while corporate bylaws are private internal rules governing corporate operations. The Certificate of Incorporation contains basic information like corporate name, registered agent, and stock structure, whereas bylaws detail director procedures, officer duties, shareholder rights, and meeting requirements.