Delaware Articles of Incorporation
In Delaware the founding document is called a Certificate of Incorporation, filed with the Division of Corporations for a $109 minimum fee to form a corporation. Attorney review available.
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Introduction
Delaware, the state where a large share of United States corporations choose to form, calls the founding document a certificate of incorporation, which you file with the Division of Corporations to create a corporation as a separate legal entity that can own property, sign contracts, and shield its owners from the corporation's debts. You file it with the Delaware Division of Corporations under Section 102 of the Delaware General Corporation Law (8 Del. C. 102). Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation debts. Delaware requires the Certificate of Incorporation to set forth the corporation name, the address of its registered office in Delaware and the name of its registered agent, the total number of shares the corporation is authorized to issue and their par value, and the name and address of the incorporator. The minimum fee to file the Certificate is $109, and the authorized stock listed in the certificate can raise the fee; add $9 for each page over one page. After the corporation is formed, every Delaware corporation must pay an annual franchise tax, with a minimum of $175 using the Authorized Shares method (a minimum of $400 under the Assumed Par Value Capital method) and a maximum of $200,000, and must file an Annual Report; for a non-exempt domestic corporation the Annual Report fee is $50, and both are due on or before March 1 (8 Del. C. 502 and 503). DocDraft builds your Delaware certificate from your facts, with attorney review available before you file.
Key Things to Know
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Articles of incorporation are the founding document filed with the state to create a corporation as a separate legal entity. In Delaware this filing is called a Certificate of Incorporation, filed with the Delaware Division of Corporations under 8 Del. C. 102.
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You file the Certificate of Incorporation with the Delaware Division of Corporations. The minimum filing fee is $109; the authorized stock listed in the certificate can raise the fee, and you add $9 for each page over one page.
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Delaware requires the certificate to set forth the corporation name, the registered office address and registered agent in Delaware, the number of authorized shares and their par value, and the name and address of the incorporator (8 Del. C. 102).
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Every Delaware corporation must maintain a registered agent located in Delaware. The registered office and agent are named in the certificate, and the agent receives legal papers and state notices for the corporation (8 Del. C. 132).
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After formation, every Delaware corporation owes an annual franchise tax. The minimum is $175 using the Authorized Shares method, or $400 under the Assumed Par Value Capital method, up to a maximum of $200,000. You may use the method that produces the lower tax.
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Delaware corporations must file an Annual Report and pay the franchise tax on or before March 1 each year. The Annual Report fee for a non-exempt domestic corporation is $50. Missing the deadline adds a $200 penalty plus 1.5 percent interest per month.
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Articles of incorporation form a corporation. To form a Delaware limited liability company you file a Certificate of Formation instead, and corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Key decisions before you file
Before you file a Articles of Incorporation in Delaware, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Delaware Requirements for Articles of Incorporation
A Delaware corporation is formed by filing a Certificate of Incorporation with the Delaware Division of Corporations under 8 Del. C. 102. The minimum filing fee is $109; authorized stock can raise it and each page over one page adds $9. The corporation legally exists once the certificate is filed.
Delaware calls the founding filing a certificate of incorporation, not articles of incorporation. The head term articles of incorporation still refers to the same founding document that creates the corporation under Delaware law.
The corporation name in the certificate must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable on the records of the Delaware Division of Corporations (8 Del. C. 102).
The certificate must state the address of the registered office in Delaware and the name of the registered agent at that office. Every Delaware corporation must continuously maintain a registered agent located in Delaware (8 Del. C. 132).
The certificate must state the total number of shares the corporation is authorized to issue and the par value of each share, or that the shares have no par value. Authorized stock affects both the filing fee and the franchise tax (8 Del. C. 102).
Every Delaware corporation owes an annual franchise tax. The minimum is $175 using the Authorized Shares method or $400 using the Assumed Par Value Capital method, up to a maximum of $200,000. It is due on or before March 1 each year (8 Del. C. 503).
Delaware corporations must file an Annual Report with the Division of Corporations, filed with the franchise tax. The fee for a non-exempt domestic corporation is $50, due on or before March 1. Missing the deadline adds a $200 penalty plus 1.5 percent interest per month (8 Del. C. 502).
A certificate of incorporation forms a corporation. To form a Delaware limited liability company you file a Certificate of Formation instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Delaware, articles of incorporation are the founding document that creates a corporation, and the state calls this document a Certificate of Incorporation. You file it with the Delaware Division of Corporations under 8 Del. C. 102. Filing makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation debts. The certificate sets out the corporation name, its registered office and registered agent in Delaware, the number of authorized shares and their par value, and the incorporator.
In Delaware, articles of incorporation, filed as a Certificate of Incorporation, create a corporation, which has shareholders, directors, and shares of stock. To form a limited liability company (LLC) in Delaware you file a Certificate of Formation instead; an LLC has members instead of shareholders and issues no stock. Both are filed with the Delaware Division of Corporations and both form a separate legal entity, but they create different kinds of entities under different parts of Delaware law. Choose the one that matches the entity you want.
In Delaware you file a Certificate of Incorporation with the Delaware Division of Corporations. The minimum fee to file the certificate is $109, and the authorized stock listed in the certificate can raise the fee; you also add $9 for each page over one page. Once the Division of Corporations accepts and files the certificate, the corporation legally exists in Delaware.
Delaware requires the certificate of incorporation to set forth the corporation name, the address of its registered office in Delaware and the name of its registered agent at that office, the total number of shares the corporation is authorized to issue and the par value of each share (or a statement that the shares have no par value), and the name and mailing address of the incorporator (8 Del. C. 102). If the corporation authorizes more than one class of stock, the certificate must describe each class.
Every Delaware corporation must maintain a registered agent located in the State of Delaware whose name and registered office address appear in the certificate of incorporation (8 Del. C. 132). The agent can be an individual resident of Delaware or a business, including a commercial registered agent, with a Delaware address. The agent accepts legal papers and official state notices for the corporation, which is why the agent must have a physical Delaware address.
Yes. Every Delaware corporation owes an annual franchise tax to the Delaware Division of Corporations. Using the Authorized Shares method the minimum is $175, and using the Assumed Par Value Capital method the minimum is $400, with a maximum of $200,000 for most corporations. A corporation may use the method that produces the lower tax. The franchise tax is due on or before March 1 each year, and the amount depends on the corporation authorized shares or assumed par value capital.
A Delaware Annual Report is a filing that reports information about the corporation to the Division of Corporations and is filed together with the franchise tax. For a non-exempt domestic corporation the Annual Report fee is $50. Delaware corporations must file the Annual Report and pay the franchise tax on or before March 1 each year, and reports must be filed online. Missing the deadline adds a $200 penalty plus 1.5 percent interest per month on the unpaid amount.
In Delaware, the certificate of incorporation is the short public document you file with the Division of Corporations to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Delaware certificate to exist as a corporation and the bylaws to govern it day to day.