You don't have to live in Delaware — or even have a business there — to incorporate in Delaware. Over 67% of Fortune 500 companies are incorporated there, and so are most venture-backed startups. Here's exactly how to do it.
Why Delaware?
Three reasons dominate:
1. The Court of Chancery. Delaware has a specialized business court with judges (no juries) who have deep corporate law expertise. Disputes get resolved faster and more predictably than in other states.
2. Investor familiarity. VCs, angels, and acquirers have all seen Delaware C-Corp documents hundreds of times. Non-standard jurisdictions create legal review costs and hesitation.
3. Flexible corporate law. Delaware's General Corporation Law (DGCL) gives companies wide latitude to structure boards, voting rights, and investor protections. This flexibility is why term sheets are built around it.
What You Need Before You File
- Company name — check availability at the Delaware Division of Corporations name search tool
- Registered agent — a person or service with a physical Delaware address (required by law; you can't use a P.O. box)
- Incorporator — the person signing the Certificate of Incorporation (can be you, even if you're not a director yet)
- Number of authorized shares — typical startup default is 10,000,000 shares of common stock at $0.0001 par value
Step 1: Appoint a Registered Agent
Delaware requires every corporation to maintain a registered agent in the state. This agent receives official legal and government documents on your behalf.
Options:
- Professional registered agent services: $50–$300/year. Reliable, handles compliance reminders.
- A Delaware attorney: works if you already have one engaged
Don't skip this. Delaware will reject your filing without a valid registered agent listed.
Step 2: File Your Certificate of Incorporation
The Certificate of Incorporation (sometimes called the Articles of Incorporation elsewhere) is your founding document. It must include:
- Corporation name
- Registered agent name and address
- Number of authorized shares and par value
- Incorporator name and signature
File online at the Delaware Division of Corporations website. The standard filing fee is $89. Expedited processing (same-day or 24-hour) costs extra — $100 to $500 depending on speed.
Standard processing takes 2–3 weeks. For most startups, paying for 24-hour expedited service is worth it.
Step 3: Draft Your Bylaws
Bylaws govern how your corporation operates: board structure, meeting procedures, officer roles, and voting requirements. They're not filed publicly but are legally required.
A standard startup bylaws document covers:
- Annual and special meeting procedures
- Director election and removal
- Officer titles and duties
- Quorum requirements
- Indemnification provisions
Step 4: Hold Your Organizational Meeting
The incorporator(s) hold an initial meeting to:
- Adopt the bylaws
- Elect initial directors
- Authorize the issuance of founder shares
- Appoint officers (CEO, Secretary, Treasurer)
This doesn't have to be an in-person meeting. Written consent signed by all initial directors works fine and is more common for small startups.
Step 5: Issue Founder Shares and Get an EIN
Issue shares to each founder according to your agreed equity split. Document this with a Stock Purchase Agreement or Restricted Stock Purchase Agreement (if shares vest over time, which they should).
Then get your Employer Identification Number (EIN) from the IRS — free at IRS.gov. You need this to open a business bank account, hire employees, and file taxes.
Step 6: Open a Business Bank Account
Most banks require:
- Certificate of Incorporation (certified copy from Delaware)
- EIN confirmation letter from the IRS
- Bylaws
- Board resolution authorizing the account
Mercury, Relay, and Brex are popular with startups. Traditional banks work too but have higher minimum balance requirements.
Annual Obligations
Once incorporated, Delaware requires:
- Annual Report filed by March 1 each year
- Franchise tax — calculated via the "Assumed Par Value Capital Method" (more complex but lower for most startups) or the "Authorized Shares Method" (simpler but can be very high for companies with many authorized shares)
Most startups with 10M authorized shares at $0.0001 par value pay $400–$500/year in franchise tax. Don't ignore this — failure to pay results in your corporation losing good standing.
The Faster Path
All of the above — Certificate of Incorporation, bylaws, organizational meeting minutes, stock certificates, and EIN application — can be generated automatically by Founder Kit. You enter your company details once, and the documents are ready to sign and file in minutes.