Home Blog Incorporation in Delaware

Jump to Section

Quick Facts — Articles of Incorporation Lawyers

Incorporation in Delaware refers to the gradual process of establishing a legal entity known as a corporation under the laws and rules of the state of Delaware. Delaware is known for having a business-friendly legal and regulatory environment. Hence, many companies, including large corporations, choose to incorporate there. This blog delves deeper into the nuances of incorporating in Delaware.

Benefits of Incorporation in Delaware

Listed below are the primary reasons for incorporating in Delaware:

  • Business-Friendly Legal System: The legal environment in Delaware is conducive to corporate law. The state has a specialized Court of Chancery focusing on business disputes and providing expertise and predictability in resolving corporate matters. The court's decisions and precedents offer stability and clarity for businesses.
  • Flexibility in Corporate Structuring: Delaware provides high flexibility in corporate structuring. The state's General Corporation Law allows corporations to customize their governance and operational procedures to suit their needs. This flexibility is particularly beneficial for larger companies with complex ownership structures or those seeking to attract outside investors.
  • Strong Shareholder Protection: Delaware offers robust legal protections for shareholders. The state's corporate laws provide clear guidelines on directors' fiduciary duties, which helps ensure fair treatment of shareholders' interests. This protection helps attract investors and provides a stable environment for corporate governance.
  • Privacy and Anonymity: Delaware allows corporations to maintain a higher level of privacy and anonymity. The details of the shareholders, including their names and addresses, are not mandatorily disclosed in the formation documents and hence, provide an added degree of confidentiality. This feature can be advantageous for businesses that value privacy or wish to protect the identities of their owners.
  • Tax Advantages: It does not have a state corporate tax for incorporated companies operating outside the state. This can be advantageous for businesses operating in multiple states or internationally, as they can minimize their overall tax burden.
  • Access to a Skilled Workforce and Resources: Delaware hosts a skilled and educated workforce and a close network to major metropolitan areas such as Philadelphia and New York City. Additionally, the state offers various resources and support for businesses, including networking opportunities, access to funding, and business development programs.
  • Established Corporate Norms: Delaware's popularity as a corporate haven means that many legal professionals and business advisors are familiar with Delaware corporate laws and practices. This can make finding experienced legal counsel, accountants, and other professionals well-versed in Delaware corporate matters easier.

Disadvantages of Incorporation in Delaware

Let us look at the challenges of incorporating a business in Delaware:

  • No Home State Tax Benefits: Small business tax savings are unimportant when incorporated in Delaware. While Delaware does not tax its incorporated companies that don't conduct business in Delaware, the company’s home state will still apply taxes. Hence, avoiding taxation completely is impossible.
  • High Filing Expenses: Filing in Delaware is more expensive compared to other states. The filing fees in Delaware are considerably higher than in other jurisdictions.
  • Double Franchise Taxes: Franchise tax is generally minimal for small businesses but increases as the number of shares and share value of the company grows due to its business expansion in Delaware. Besides, there might also be a mandate on paying franchise tax in one's home state.
  • Adherence to Two State Mandates: Meeting the home state's requirements is necessary. Despite incorporating in Delaware, the concerned business must still fulfill its home state's filing and licensing requirements to conduct business there. Filing annual reports in Delaware and the home state results in additional work and expenses.
  • Legal Disputes: Legal disputes require travel and a Delaware attorney. If any legal disputes involving the concerned company arise, they must be handled in the Delaware court. This implies the physical presence of the person to deal with these disputes and get in touch with a Delaware lawyer who is well versed with the state’s laws in addition to the home state lawyer.
Meet some lawyers on our platform

Benjamin W.

180 projects on CC
CC verified
View Profile

Rhea d.

239 projects on CC
CC verified
View Profile

Dolan W.

1145 projects on CC
CC verified
View Profile

Heather B.

115 projects on CC
CC verified
View Profile

Steps for Company’s Incorporation in Delaware

A company can be incorporated in Delaware by following the steps below.

  1. Name the Corporation. The name that one selects for their corporation must be distinct from the registered entities to avoid confusion and intellectual property rights disputes. Hence, the availability of the name needs to be checked through the Delaware Division of Corporations website.
  2. Appoint a Registered Agent. Delaware requires every corporation to have a registered agent who can receive legal and official documents on behalf of the company in the state.
  3. Get a Certificate of Incorporation. A legal document that serves as a license for creating a company. The certificate includes the company’s name and address, the registered agent's name and address, the number of authorized shares of stock, the names and addresses of the initial directors, the purpose of the corporation, and details regarding any additional provisions or special rights.
  4. File the Certificate of Incorporation. The document must be filed with the Delaware Division of Corporations, followed by a nominal fee. The filing process can occur in person, via mail, or online. Once filed, the officials will review the document, and if everything is in order, the corporation will be officially registered.
  5. Obtain an EIN. The Employer Identification Number is obtained to create a bank account for a corporation and a tax filing. It is a federal tax identification number.
  6. Draft Corporate Bylaws. These bylaws outline the internal rules and procedures for operating the corporation. They typically cover shareholder meetings, director responsibilities, voting rights, and other corporate governance matters. Draft customized bylaws that suit the needs of the corporation.
  7. Hold an Initial Organizational Meeting. Conduct an initial meeting with the board of directors to adopt the bylaws, elect officers, and handle any other necessary organizational matters. Document the decisions made during this meeting in corporate minutes.
  8. File an Annual Report Yearly. Delaware requires incorporated businesses to file an annual report and pay franchise taxes by the designated due date each year.
  9. Maintain Corporate Records. The records of the company’s functions must be accurate and up-to-date. This record includes shareholder information, minutes of the meetings, and financial documents.
  10. Comply with Applicable Laws. Tax, employment, permit, and license compliance is a key component of maintaining an effective corporation.

Key Terms for Incorporation in Delaware

  • Certificate of Incorporation: It includes essential information such as the company's name, the registered agent, the number of authorized shares, and initial directors.
  • Registered Agent: An individual or entity designated to receive legal and official documents on behalf of the corporation.
  • Authorized Shares: Maximum number of shares a company can issue to its shareholders. This number is specified in the Certificate of Incorporation and can be later changed through amendments.
  • Directors: They are appointed to oversee the management and decision-making of the corporation. They can be independent or non-independent. They are responsible for setting corporate policies, making strategic decisions, and overseeing the corporation's affairs.

Final Thoughts on Incorporation in Delaware

With Delaware's business-friendly environment, strong legal system, and established corporate norms, incorporation is a strategic choice for many businesses. The advantages of incorporating in Delaware include flexibility in corporate structuring, strong shareholder protection, privacy and anonymity, tax benefits, access to skilled resources, and the expertise of the Court of Chancery. While incorporating in Delaware might seem like a lucrative option, it is advisable to consult with professionals first. Several elements like size, industry, sector, location, and long-term objectives must be considered.

If you want free pricing proposals from vetted lawyers that are 60% less than typical law firms, click here to get started. By comparing multiple proposals for free, you can save the time and stress of finding a quality lawyer for your business needs.


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


Meet some of our Lawyers

Jeremiah C. on ContractsCounsel
View Jeremiah
5.0 (68)
Member Since:
March 5, 2021

Jeremiah C.

Partner/Attorney at Law
Houston
18 Yrs Experience
Licensed in NV, TX
Thomas Jefferson

Creative, results driven business & technology executive with 27 years of experience (17+ as a business/corporate lawyer). A problem solver with a passion for business, technology, and law. I bring a thorough understanding of the intersection of the law and business needs to any endeavor, having founded multiple startups myself with successful exits. I provide professional business and legal consulting. Throughout my career I've represented a number large corporations (including some of the top Fortune 500 companies) but the vast majority of my clients these days are startups and small businesses. Having represented hundreds of successful crowdfunded startups, I'm one of the most well known attorneys for startups seeking CF funds. I hold a Juris Doctor degree with a focus on Business/Corporate Law, a Master of Business Administration degree in Entrepreneurship, A Master of Education degree and dual Bachelor of Science degrees. I look forward to working with any parties that have a need for my skill sets.

Recent  ContractsCounsel Client  Review:
5.0

"Jeremiah was pleasant to speak to and provided high quality work. I appreciate that he took the time to call me personally instead of a paralegal. Work delivered early and high quality! Highly recommend"

Tim E. on ContractsCounsel
View Tim
4.8 (63)
Member Since:
August 12, 2020

Tim E.

Founding Member/Attorney
Free Consultation
Cleveland, OH
12 Yrs Experience
Licensed in OH
Cleveland State University College of Law

I am a business attorney focused on providing practical, targeted legal services for small businesses, startups, contractors, consultants, and service providers. I help clients efficiently review, draft, and improve everyday business contracts, including service agreements, NDAs, independent contractor agreements, vendor contracts, commercial leases, and purchase documents. My approach is straightforward: identify the terms that matter, explain risks in plain English, and deliver clear, usable edits or drafts without unnecessary complexity. I regularly handle fixed-fee, quick-turnaround projects such as contract reviews, agreement drafting, and demand or termination letters. While I offer streamlined, project-based services for routine matters, I can also assist with broader business legal needs as they arise.

Recent  ContractsCounsel Client  Review:
5.0

"Tim was excellent! I gave him project details (liability waiver and rental agreement) and what I needed and he produced the day he said he would with ZERO revisions needed. Highly recommend."

Michael M. on ContractsCounsel
View Michael
4.9 (333)
Member Since:
September 10, 2022

Michael M.

Principal
Free Consultation
Los Angeles, California
39 Yrs Experience
Licensed in CA
NYU

www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 and 2023, I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and number of 5 Star reviews.

Recent  ContractsCounsel Client  Review:
5.0

"Michael's expertise and judgment impressed me. I brought him in for contract advisory work, and he quickly asked the questions I hadn't considered, identified the risks that mattered, and set aside the ones I had wrongly prioritized. He changed how I understood the contract. He is an excellent advisor - highly recommended."

Michael K. on ContractsCounsel
View Michael
5.0 (81)
Member Since:
June 28, 2021

Michael K.

Associate Counsel
Free Consultation
Miami, FL
8 Yrs Experience
Licensed in FL
St. Thomas University School of Law

A business-oriented, proactive, and problem-solving corporate lawyer with in-house counsel experience, ensuring the legality of commercial transactions and contracts. Michael is adept in reviewing, drafting, negotiating, and generally overseeing policies, procedures, handbooks, corporate documents, and more importantly, contracts. He has a proven track record of helping lead domestic and international companies by ensuring they are functioning in complete compliance with local and international rules and regulations.

Recent  ContractsCounsel Client  Review:
5.0

"Pretty much finished up with the project, aside from some finishing touches. I have to say, Michael did a great job. He worked patiently with me through any irregularities or confusion. What I appreciated most was that his vision was to get me the best results, ensuring a secure structure and a solid investment. I really appreciate his work and help."

Daehoon P. on ContractsCounsel
View Daehoon
4.8 (211)
Member Since:
November 26, 2021

Daehoon P.

Corporate & M&A | Venture Capital, Private Equity & Web3 Counsel | Real Estate Transactions
Free Consultation
New York, NY
10 Yrs Experience
Licensed in NY
American University Washington College of Law

Corporate, M&A & Securities Lawyer | Managing Attorney, DP Counsel PLLC Practice Areas: Business Formation | Commercial Contracts | Contract Drafting & Review | Mergers & Acquisitions | Venture Capital | Securities Offerings | Franchise Law | Employment & Equity Compensation | Intellectual Property | Cross-Border Transactions About/Bio: I represent companies, investors, and fund sponsors in corporate transactions, commercial contracting, and private securities matters, from entity formation and early-stage financings to acquisitions, exits, and ongoing strategic counsel. As Managing Attorney of DP Counsel PLLC, I help clients structure transactions clearly, allocate risk thoughtfully, and move deals forward with documentation that is practical, enforceable, and aligned with business objectives. My practice includes both day-to-day commercial matters and more complex transactional work, including venture financings, private offerings, M&A deals, fund-related documents, and cross-border structuring. What I Do: Corporate & Commercial • Entity formation and structuring for corporations, LLCs, and limited partnerships • Operating agreements, shareholder agreements, and governance documents • Commercial contract drafting, review, and negotiation • Vendor, distribution, manufacturing, SaaS, and licensing agreements • Employment, consulting, confidentiality, and equity compensation agreements • Outside general counsel support for growing companies Securities & Private Capital • Private offerings under Regulation D and Regulation S • Private placement memoranda, subscription agreements, and investor documents • SAFE, convertible note, and priced equity financings • Venture capital and private fund formation matters • Fund governing documents and offering document packages • Securities law analysis for private capital raising transactions Mergers & Acquisitions • Letters of intent and term sheets • Stock purchase, asset purchase, and merger agreements • Due diligence coordination and transaction support • Disclosure schedules, closing documents, and post-closing matters • Earnouts, rollover equity, indemnity structures, and related deal terms • HSR, CFIUS, and related regulatory issue spotting for qualifying transactions Digital Assets & Emerging Technologies • Federal-law digital asset and token securities analysis • Entity structuring for blockchain and Web3 ventures • Digital asset fund and operating structures • AML/KYC documentation support and regulatory issue spotting Franchising • Franchise Disclosure Documents (FDDs) • Franchise agreements • Master franchise and area development agreements • Franchise structuring and registration coordination Real Estate Transactions • Commercial real estate acquisitions and dispositions • Real estate joint ventures and syndications • Commercial lease drafting and negotiation • Real estate investment structures and related offering documents Cross-Border & International • U.S. market entry and entity structuring for international clients • Delaware and multi-entity holding structures • Cross-border transaction planning and documentation • Coordination with foreign counsel and tax advisors on cross-border matters Why Clients Hire Me: • Big-law-level drafting with boutique responsiveness • Practical, business-focused advice grounded in execution reality • Clear scoping and transparent fee arrangements • Experience across financings, acquisitions, fund formations, and cross-border transactions Typical Projects: • Contract drafting and negotiation • Entity formation and governance packages • Private offering document suites • Venture financing documentation • M&A transactions from LOI through closing • Fractional or outside general counsel support Industries Technology | SaaS | FinTech | Digital Assets | E-commerce | Healthcare | Real Estate | Food & Beverage | Professional Services

Recent  ContractsCounsel Client  Review:
5.0

"Thanks Daehoon for going above and beyond and helping me with a lot of detailed information regarding signing multiple contracts. I was very happy with the outcome. Best"

Matthew C. on ContractsCounsel
View Matthew
5.0 (1)
Member Since:
March 17, 2024

Matthew C.

Real Estate Attorney
Free Consultation
Delaware, Ohio
22 Yrs Experience
Licensed in OH
Cleveland State University College of Law

Matt Curry is a seasoned attorney specializing in real estate law and contract matters. With a deep understanding of contract law and extensive experience in negotiating and drafting contracts, Matt has earned a reputation for providing exceptional legal counsel to clients. As the founder and principal attorney at MPC LAW, Matt is committed to delivering tailored legal solutions. MPC LAW is renowned for its expertise in real estate transactions, lease agreements, contract negotiations, and dispute resolution. Matt's approach combines legal acumen with a client-centered focus, ensuring that every client receives personalized attention and strategic advice. Whether navigating complex real estate deals or resolving contractual disputes, Matt and his team at MPC LAW consistently achieve favorable outcomes for their clients. With a track record of success and a commitment to excellence, Matt Curry and MPC LAW are trusted partners for individuals and businesses seeking reliable legal counsel in real estate and contract matters.

Jared F. on ContractsCounsel
View Jared
4.8 (10)
Member Since:
March 4, 2024

Jared F.

Managing Attorney
Free Consultation
Salt Lake City, UT
22 Yrs Experience
Licensed in NV, UT
Harvard Law School

Jared Fields is an experienced business lawyer and litigator with experience in diverse industries and practice areas. Prior to launching his own practice, he served as the chief legal officer for a group of privately-owned companies, including a real estate development group, construction companies, multiple franchisees, and a professional soccer team. As a result, he is experienced in real estate transactions, commercial agreements of varying degrees of sophistication, employment matters, and litigation, as well as general business legal advice. He was also an in-house attorney for a renewable energy company, where he was responsible for litigation, investigations, enforcement actions, and related securities filing disclosures. Mr. Fields also spent many years as a litigator in private practice, representing clients in matters ranging from securities litigation, to breach of contract, to cases involving real estate and financial services. Mr. Fields has particular experience in legal matters that may involve complex financial, accounting, valuation, and other quantitative issues.

Recent  ContractsCounsel Client  Review:
5.0

"It has been such a refreshing experience working with Jared. Highly Recommended!"

Gisselle O. on ContractsCounsel
View Gisselle
Member Since:
August 15, 2024

Gisselle O.

Attorney
Free Consultation
Miami, Florida
6 Yrs Experience
Licensed in FL
St. Thomas University

Family law attorney licensed in the State of Florida with 5+ years of experience in litigating family law matter including dissolutions of marriage and paternity/child custody cases. Drafting pleadings, including petitions, motions, and responses Preparing discovery requests and responses Organizing and maintain case files and pleadings Communicating with clients to provide case updates and gather information Conducting legal research and draft legal memoranda Attending court hearings, trials, depositions, mediation, etc. Preparing prenuptial and postnuptial agreement

Samuel S. on ContractsCounsel
View Samuel
Member Since:
March 6, 2024

Samuel S.

Attorney
Free Consultation
Cleveland
23 Yrs Experience
Licensed in OH
Cleveland Marshall College of Law

Born in Cleveland, Ohio - 9/15/1974 Lived in Cleveland all my life went to college at Ohio Wesleyan University - graduated in 1996 went to law school at Cleveland Marshall College of Law - graduated in 2001 passed the OH bar exam in 2003 worked at the OH Atty General's office, at cuyahoga county prosecutor office and as a solo practitioner

Faye C. on ContractsCounsel
View Faye
Member Since:
May 31, 2024

Faye C.

Business & Trusts Attorney
Free Consultation
West Chester, PA
15 Yrs Experience
Licensed in NJ, PA
Villanova University School of Law

Practical, efficient and creative solutions for businesses and individuals has been my passion for over a decade. We work with individuals and families to plan their legacies. Estate planning is more than some pieces of paper - it is a gift to your family. From every changing tax laws to questions about probate vs non-probate property, I thrive on counseling others and providing peace of mind. The same mindset goes into working with solopreneurs, entrepreneurs and executives for variety of businesses, addressing their most pressing issues on any given day. From inception to contract drafting to succession planning, we thrive on working with those with lots of ideas to devise and implement strategies to bring those ideas to fruition, foreseeing and anticipating potential pitfalls as well as areas of potential growth.

Davy K. on ContractsCounsel
View Davy
Member Since:
March 14, 2024

Davy K.

Founding Attorney
Free Consultation
Florida
5 Yrs Experience
Licensed in DC, FL
Nova Southeastern University

I am a Swiss-American lawyer based in Florida and specialize in business, investments, and other civil matters. I have won many cases in both state and federal litigation, and arbitration. Before litigation or arbitration, however, I like to prevent these legal disputes by ensuring my clients base their business on strong concrete contracts that will protect them even decades down the road. My clients are my top priority, which is why they get my personal cell and can reach me anytime. My firm is also established on the extremely high standards of professionalism, transparent itemized billing, fast turnaround times and more. For more information, visit: https://www.transnationalmatters.com/

Find the best lawyer for your project

Browse Lawyers Now

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Need to file articles of incorporation?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 21,004 reviews
CONTRACT LAWYERS BY TOP CITIES
See All Business Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

Need to file articles of incorporation?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 21,004 reviews

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city