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LeapLaw's 50 State Blawg  > Delaware
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Basics Box: Delaware
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: Yes
    Corporate: Yes
  • E File:
  • UCC: Yes
    Corporate: No
  • Expedited Services:
  • UCC: Yes - 2 hour, Same Day and Next Day
    Corporate: Yes - 2 hour, Same Day and Next Day
  • Name Reservations:
  • Yes (Corporation - 30 days) (LLC/LPs -120 days)
  • Preclearance:
  • Apostilles (Delaware)
    Conformed Signatures (Delaware)
    Contact Information (Delaware)
    Domestic Corporate Dissolution Summary (Delaware)
    Domestic Corporation Summary (Delaware)
    Foreign Corporation Summary (Delaware)
    LLC - Formation Summary (Delaware)
    UCC Filings (Delaware)

    Apostilles (Delaware)
    The Delaware Division of Corporations can apostille or authenticate documents notarized by a Delaware Notary, certified vital records from the State of Delaware, and official state documents (e.g., background checks).

    Original documents must be provided.

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    It the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the DE SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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    Conformed Signatures (Delaware)
    In Delaware, conformed signatures are allowed on all filings.

    A conformed signature is used to denote that the actual signature is on file.

    Sample Conformed Signature:

    /s/ John Doe
    John Doe, President
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    Contact Information (Delaware)

    Express Mail Division of Corporations

    John G. Townsend Bldg.
    401 Federal St. - Ste. 4
    Dover, DE 19901

    Regular Mail Division of Corporations
    PO Box 898
    Dover, DE 19903

    Telephone Number
    (302) 739-3073

    Email Questions
    DOSDOC_WEB@state.de.us


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    Domestic Corporate Dissolution Summary (Delaware)
    Pursuant to Delaware Business Corporation Act (8 Del. C. § 275) a corporation incorporated in Delaware may be voluntarily dissolved by delivering Certificate of Dissolution to the Delaware Secretary of State (DE SOS).

    Pre-printed forms are not provided by the DE SOS.

    Tax Clearance: A tax clearance is not required. However since January 2008, the DE SOS requires that all annual reports be filed upon the end of a company's existence. Therefore, if the withdrawal is being filed in the middle of a current year, the annual report and franchise tax associated with it are due prior to being able to be dissolved.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or by written consent; or Unanimous written consent of all shareholders entitled to vote.

    Execution: Signed by an officer (or incorporator if business has not been commenced).

    Filing: One copy of the filing may be faxed or emailed to your preferred service company for immediate filing. You will receive the filing date the same day.

    Turnaround time: Standard turnaround time in Delaware can take up to two weeks. To receive evidence within 24 hours, the filing may be made on as a "MUST" filing for a state fee of $50.00.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Delaware)
    Pursuant to Delaware General Corporation Law (8 Del. C. § 101 et. seq.) a corporation incorporating in Delaware file a Certificate of Incorporation with the Delaware Secretary of State (DE SOS).

    Pre-printed forms are not provided by the DE SOS.

    Corporate Name: The corporate name must contain "association," "company," "corporation," "club," "foundation," "fund," "incorporated," "institute," "society," "union," "syndicate," "limited" or abbreviation thereof, with or without punctuation, or words or abbreviations thereof, with or without punctuation, of like import of foreign countries or jurisdictions provided they are written in roman characters or letters. The corporate name shall not contain the word “bank”, or any variation thereof, except for the name of a bank reporting to and under the supervision of the State Bank Commissioner of the State of Delaware, or a subsidiary of a bank or savings association (as those terms are defined in the Federal Deposit Insurance Act, as amended, at 12 U.S.C. §1813), or a corporation regulated under the Bank Holding Company Act of 1956, as amended, 12 U.S.C. §1841 et seq., or the Home Owners’ Loan Act, as amended, 12 U.S.C. §1461 et seq., provided however, that it shall not be construed to prevent the use of the word “bank”, or any variation thereof, in the context clearly not purporting to refer to a banking business or otherwise likely to mislead the public about the nature of the business of the corporation or lead to a pattern and practice of abuse that might cause harm to the interests of the public or the State as determined by the Division of Corporations in the Department of State.

    Maximum Stock for Minimum Filing Fee:

    $75,000 of par value shares or 1500 w/o par shares for lowest filing fee.
    --------------------------------------------------------------------------------
    3000 shares with or w/o par value minimum annual franchise tax.

    NOTE: If a corporation has no par value stock, the corporation has to pay the base franchise tax (tax based on authorized stock). They are not permitted to use the alternative tax method to calculate franchise tax (which often results in a lesser tax amount). The maximum amount of no par value shares that you can authorize for the minimum franchise tax ($75) is 1500 shares.


    No. of Directors: The corporation may have 1 director.

    Paid in Capital: No minimum paid in capital is required to commence business.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Denied unless specifically granted.

    Incorporator: Section 101 provides that an incorporator may be "Any person, partnership, association or corporation, singly or jointly with others, and without regard to such person's or entity's residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter..."

    Filing: One copy of the filing may be faxed or emailed to your preferred service company for immediate filing. You will receive the filing date the same day.

    Filing Fees: Vary

    Fee Calculator

    Additional fees include your fee for registered agent services.

    Turnaround time: Standard turnaround time in Delaware can take up to two weeks. To receive evidence within 24 hours, the filing may be made on as a "MUST" filing for a state fee of $50.00.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Delaware Incorporation Best Practice Summary.

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  • Foreign Corporation Summary (Delaware)
    Pursuant to the Delaware General Corporation Law (8 Del. C. § 371) a foreign corporation, may not transact business in Delaware until it files a Foreign Corporation Certificate with the Secretary of State.

    Name of Corporation: Name must contain "association" "company" "limited" "corporation" "club" "fund" "union" "foundation" "society" "incorporated" "institute" "syndicate" or abbreviations thereof.

    Good Standing Certificate: The foreign corporation certificate must be accompanied by a good standing certificate, no more than six months old, duly certified by the secretary of state of the domestic state.

    Filing and Execution: The filing is signed by an officer of the company. Faxed copies are acceptable. Conformed signatures are acceptable.

    Filing Fee: $160.00. Expedited services are available for additional fees.

    Post-Filing: Foreign companies do not pay DE franchise taxes but are required to file their annual reports due on or before June 30th of the following year. The fee for filing the Annual Report is $100.00.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC - Formation Summary (Delaware)
    Pursuant to the Delaware Limited Liability Company Act (DGCL §18-101 to 18-1109 et seq.) a limited liability company forming in Delaware files Certificate of Formation with the Delaware Secretary of State (DE SOS).

    Pre-printed forms are not provided by the DE SOS.

    LLC Name: The LLC name must contain the word(s) "limited liability company" "L.L.C." or "LLC.

    No. of Members: The LLC may have 1 member.

    Capitalization: The contribution of a member to a limited liability company may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services (18-501).

    Execution and Filing: Executed by an organizer.

    Filing: One copy of the filing may be faxed or emailed to an your preferred service company for immediate filing. You will receive the filing date the same day.

    Turnaround time: Standard turnaround time in Delaware can take up to two weeks. To receive evidence within 24 hours, the filing may be made on as a "MUST" filing for a state fee of $50.00.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • UCC Filings (Delaware)
    UCC financing statements and amendments may be filed online in Delaware.

    You must be a registered user and pay by Visa or Mastercard.

    DE UCC Fee Increase

    Effective August 1, 2007, the State of Delaware will increase UCC filing and expedited fees as follows:

    The fee for filing and indexing a UCC document of one to four pages communicated on paper or in a paper-based format (including faxes) will increase to $75.00.

    If there are additional pages, the fee is $2.00 per page. There shall be a fee of $25.00 for each additional name to be indexed when there are more than two debtor-names on the financing statement.

    The fee for Two Hour expedited service will increase to $200, the "same day" fee will increase to $100 and the 24-Hour fee will increase to $50.

    The Routine service will continue to be no expedited fee.




    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.


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