Delaware

Certificate of Incorporation

To form a corporation in Delaware, you must file a document called a certificate of incorporation with the Delaware Department of State. The form is customizable.

The certificate of incorporation must include the following information:

  • Name of the corporation
  • Type of entity
  • Street and mailing address of the corporation
  • A statement of corporate purpose
  • Name of the registered agent
  • Address of the registered agent (if different from the corporate address)
  • Incorporator’s name, street, and mailing address
  • The number of shares* authorized by the corporation and their class, rights, and restrictions
  • Names and addresses of the directors (if the incorporator’s powers end at filing)

*In Delaware, the state does not require you to disclose the par value of the stock. Par value is the price at which a company's shares are initially offered for sale.

Delaware does not accept new corporate filings online. You must mail or fax the certificate of incorporation and other filings.

You can view the statutes that govern the certificate of incorporation on the state website.

Mandatory Additional Filings

You must file a Cover Memo with your certificate of incorporation. The memo can be downloaded from the Division of Corporations website.

Delaware is one of 17 states that recognize the statutory close corporation. You create a closed corporation in roughly the same way that you create a regular corporation. The certificate of incorporation identifies the corporation you are creating as a closed or close corporation.


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