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.
Find out where you stand in Delaware
DocDraft provides document preparation, not legal advice.
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
- 1
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.
- 2
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.
- 3
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).
- 4
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).
- 5
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.
- 6
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.
- 7
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.
Open the Articles of Incorporation guideCustomize your Articles of Incorporation Template with DocDraft
Delaware Requirements for Articles of Incorporation
File the Certificate 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 Uses Certificate of Incorporation
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.
Corporate Name
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).
Registered Office and Agent in Delaware
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).
Authorized Shares and Par Value
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).
Annual Franchise Tax
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).
Annual Report
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).
Corporation Versus LLC
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.