Is a Delaware corporation right for you
When the corporation structure fits.
FORM A CORPORATION IN DELAWARE IF
- You plan to raise venture capital (institutional investors require C-Corp)
- You want to issue stock options to employees (ISOs)
- You want QSBS eligibility for capital gains tax exclusion
- You expect significant retained earnings (C-Corp can retain at 21% federal rate)
- You want clear separation between operators and shareholders
FORM AN LLC INSTEAD IF
- You are a solo operator or small business not raising outside capital
- You want pass-through taxation with no corporate formalities
- You prefer minimal annual compliance burden
- You will own real estate (LLCs are standard for property holding)
- You want simpler ownership transfer without share certificates
The Delaware business environment
Why Delaware for your corporation.
The historical default for VC-backed C-Corps. Court of Chancery (specialized business court) creates predictable case law. Most credit card companies incorporate here due to favorable usury laws. Flat $300 LLC annual franchise tax. Personal income tax up to 6.6%.
State GDP$93BTotal state output
Population1.0MCensus estimate
Small businesses~90,000Per SBA
NotableHome to 67% of Fortune 500 companiesEconomic distinction
Top industries in Delaware
Corporate services (registered agent industry)Financial servicesChemicals (DuPont)HealthcarePharmaceuticals
Top cities
Where Delaware corporations are headquartered.
Wilmington
Largest city. Banking (Chase, Bank of America credit cards), legal services, corporate HQ.Dover
State capital. Government, military (Dover AFB).Newark
University of Delaware. Tech and research.Middletown
Growing residential and logistics.Smyrna
Manufacturing, growing logistics.
What we'll set up for you
A clean handoff, in four steps.
You give us the basics. We handle the state, the IRS, and the compliance clock so you can focus on the business.
01 · Name + Brand
A name that's actually available.
Real-time check against the state register, USPTO trademark database, and matching domains.
02 · State filing
Filed with the Secretary of State.
We submit your Articles, pay the state fee on your behalf, and return the stamped certificate.
03 · Federal IDs
EIN + the right tax setup.
Federal Employer ID with the IRS, plus state tax accounts when your business needs them.
04 · Stay compliant
Registered Agent + deadline tracking.
Your agent on file in every state, with every renewal and annual report tracked in one calendar.
Filing timeline
From form to filed in Delaware.
1
Day 0
Tell us about your businessEntity name, incorporators, share structure, founder allocations2
Day 1
We file with DelawareArticles submitted to the Delaware Division of Corporations3
Day 2-5
EIN + governance docsEIN issued. Bylaws, board minutes, founder stock prepared4
Day 5-30
83(b) + cap table83(b) mailed (30-day deadline). Cap table populated. Ready to operate
Compare to alternatives
Delaware corp vs other formation states.
Nevada$425Asset-protection alternative for some structures
Wyoming$100Cheaper holding company alternative
California$70Default for operating CA businesses
Delaware Corp$89Form here if you operate in Delaware.
Local resources
Delaware corporate resources.
Delaware Prosperity PartnershipState economic development
Delaware SBDCStatewide small business support
New Castle County ChamberLargest local chamber
Delaware Division of CorporationsWhere every corp gets formed
FAQ
Delaware Corporation questions.
Should I form my Delaware corporation as a C-Corp or S-Corp?
Most Delaware corporations start as C-Corps (default federal tax treatment). S-Corp is a federal election (Form 2553) you file later, typically when net profit crosses $60-80k. For venture-backed startups, C-Corp is required: S-Corp cannot have institutional investors, non-US shareholders, or multiple share classes. We file the Delaware corporation; you can elect S-Corp anytime by filing Form 2553.
What is the difference between forming an LLC and a corporation in Delaware?
LLCs are simpler (no shares, fewer formalities, pass-through tax by default). Delaware corporations have shareholders, a board of directors, officers, bylaws, board minutes, and double taxation by default. Corporations are the standard structure for raising venture capital because investors require preferred stock, ESOPs, and other corporate-specific instruments LLCs cannot provide.
Do I need bylaws for my Delaware corporation?
Yes. Delaware corporations are governed internally by bylaws (board structure, officer roles, meeting requirements, voting rules) plus the Articles of Incorporation filed with the Delaware Division of Corporations. We include Delaware-appropriate bylaws with every formation, along with initial board minutes and a corporate governance binder.
How many shares should my Delaware corporation authorize?
Standard for a new C-Corp: 10,000,000 authorized shares of common stock with a small percentage actually issued to founders. The 10M structure leaves room for an option pool (typically 10-20%) and future preferred stock issuances in financing rounds. We file the 10M authorized share structure by default; you can specify a different number.
What is QSBS and does my Delaware corporation qualify?
Qualified Small Business Stock (IRC Section 1202) lets shareholders exclude up to $10M (or 10x basis) of capital gains on qualifying C-Corp stock held more than 5 years. Delaware C-Corps qualify if they meet the active business test (80% of assets used in qualified trade) and the gross asset test (under $50M at issuance). We preserve QSBS eligibility from day one.
Do I need to issue founder stock with vesting?
Highly recommended. Delaware founder stock without vesting means a co-founder who leaves after 6 months keeps 100% of their shares. With standard 4-year/1-year-cliff vesting, the company can reclaim unvested shares. We issue founder stock with vesting and prepare Section 83(b) election forms (due to IRS within 30 days of issuance).
When should my Delaware corporation elect S-Corp status?
S-Corp election (IRS Form 2553) can save self-employment tax when net profit crosses ~$60-80k. Restrictions: 100 shareholders max, US individuals only (no entities, no non-resident aliens), single class of stock. If you plan to raise venture capital, stay C-Corp. Our service fee for filing Form 2553 is $99.
Start your Delaware Corporation in 5 minutes.
Tell us a few details. We file with the Delaware Division of Corporations, prepare your bylaws, issue founder stock with vesting, file your 83(b) reminder, obtain your EIN, and file BOI.
Pay only state fee
QSBS preserved
60-day money-back
Related searches: form a corporation in Delaware · Delaware C-Corp · Delaware S-Corp · Delaware incorporation cost 2026 · how to incorporate in Delaware · Delaware Secretary of State corporation · Delaware corporate bylaws · Delaware QSBS · Delaware vs Delaware C-Corp
Built for real businesses
Corporations we have formed in Delaware.
SOC 2 Type II audited
220,000+ businesses. 60-day money-back. State fees passed through at cost.
Your operating system, not a transaction
Every deadline auto-tracked across your entities. Compliance Score visible year-round.
Transparent pricing
No hidden fees. No upsells at checkout. State fees disclosed upfront.