How to Complete Delaware Business Registration: Step-by-Step Guide

Most entrepreneurs think Delaware business registration is just about paperwork. But many first-time filers face rejection because they skip the name availability check—the one step that determines whether your months of planning can actually move forward.

Why Choose Delaware for Business Registration

Delaware hosts over 1.5 million business entities—including a significant portion of Fortune 500 companies according to the Delaware Division of Corporations. This isn't coincidence.

The Delaware Court of Chancery specializes exclusively in business disputes. Unlike general courts, these judges understand complex corporate law. Your business gets predictable, expert rulings if disputes arise.

Delaware's General Corporation Law updates regularly to stay current with business needs. The state legislature reviews corporate statutes annually, keeping pace with evolving business practices.

Tax advantages often include:

• No sales tax on intangible property
• No inheritance tax on stock held by non-residents
• No personal property tax on corporate assets

Note: Tax laws can change. Consult with a tax professional for current information specific to your situation.

One fintech founder discovered their preferred business name was available in Delaware but taken in their home state. They completed Delaware registration and secured matching domain and social handles—all before competitors finished their local paperwork.

Delaware Business Name Search Requirements

Your business name must be unique in Delaware's corporate database. The Secretary of State maintains records of all registered entities, including corporations, LLCs, and partnerships.

Start with the Delaware Division of Corporations Entity Search. This free database shows real-time availability for your exact business name.

Search multiple variations:

• Your exact preferred name
• Common abbreviations (Corp, Corporation, Inc, Incorporated)
• Similar spellings that might create confusion
• Names with different entity types (LLC vs Corporation)

The search tool shows active, merged, and dissolved entities. Avoid names that are "reserved" or recently dissolved—these may still have legal complications.

Delaware naming requirements:

• Must include entity designation (Corporation, Corp, Incorporated, Inc)
• Cannot suggest government affiliation without approval
• Cannot use restricted words like "Bank" or "Insurance" without proper licensing
• Must be distinguishable from existing registered names

Tools like Nomely let you check Delaware name availability alongside domain and social handle availability, preventing the common mistake of securing a state registration for a name that's unusable online.

Step-by-Step Delaware Registration Process

Step 1: Prepare Required Information

Gather these details before starting your online filing:

• Exact business name (pre-verified for availability)
• Registered agent name and Delaware address
• Number and type of authorized shares
• Incorporator information (person filing the documents)
• Initial director information (if different from incorporator)

Step 2: Access the Online Filing System

Visit the Delaware Division of Corporations website and navigate to "File Online." Create an account if you're a first-time user.

The online system accepts filings 24/7 except during scheduled maintenance (typically Sunday mornings). Standard processing takes 7-10 business days, while expedited service (additional $50) processes within 24 hours.

Step 3: Complete Certificate of Incorporation

The Certificate of Incorporation requires specific information:

• Corporate name and entity type
• Registered agent details
• Share structure (common stock, preferred stock, par value)
• Corporate purpose (can be general business purposes)
• Incorporator signature

Many Delaware corporations authorize 1,500 shares of common stock with $0.001 par value. This structure often minimizes franchise taxes while providing flexibility for future investment.

Step 4: Pay Filing Fees

Delaware charges $89 for the Certificate of Incorporation filing fee. Additional fees apply for expedited processing ($50) or same-day service ($100).

Payment methods include credit card, ACH transfer, or wire transfer. The system generates a confirmation number immediately upon successful payment.

A healthcare tech startup used Delaware's same-day service to complete incorporation before their investor meeting. They received their filed Certificate of Incorporation within 4 hours, enabling them to sign term sheets that afternoon.

Required Documents and Information

Your Certificate of Incorporation must include mandatory provisions and may include optional provisions for corporate governance.

Mandatory provisions:

• Corporate name
• Registered office address in Delaware
• Nature of business or corporate purposes
• Total number of authorized shares
• Par value of shares (if any)
• Incorporator name and address

Optional but recommended provisions:

• Director liability limitations
• Indemnification provisions
• Amendment procedures
• Dissolution terms

Registered Agent Requirements

Every Delaware corporation must maintain a registered agent with a Delaware address. This agent receives legal documents and official correspondence on behalf of your corporation.

You can serve as your own registered agent if you have a Delaware address, hire a professional registered agent service, or use an attorney. Professional services typically charge $100-300 annually.

Share Structure Considerations

Delaware requires you to specify authorized shares in your Certificate of Incorporation. You can issue fewer shares than authorized, but increasing authorized shares later requires shareholder approval and amendment fees.

Many startups authorize 10-15 million shares to accommodate future investment rounds without frequent amendments. The franchise tax calculation considers authorized shares, so balance flexibility with tax efficiency.

Note: Consult with a legal or financial advisor to determine the optimal share structure for your specific business needs.

Filing Fees and Processing Times

Delaware offers multiple processing speeds depending on your timeline needs.

Standard Processing (7-10 business days): $89 filing fee Expedited Processing (24 hours): $89 + $50 expedite fee
Same Day Processing (2-4 hours): $89 + $100 priority fee

Processing times exclude weekends and state holidays. Files submitted after 2 PM may not begin processing until the next business day.

Additional fees may include:

• Certified copies: $50 each
• Certificate of Good Standing: $50
• Registered agent service: $100-300 annually
• Delaware Franchise Tax: $175 minimum annually

An e-commerce founder needed incorporation completed before their payment processor application deadline. They used same-day processing on Tuesday morning and received their filed documents by 3 PM, meeting their Thursday application deadline with time to spare.

Annual Requirements

Delaware corporations must file annual franchise tax reports by March 1st each year. The minimum tax is $175, but the amount can increase based on your authorized shares and assumed par value method.

You'll also need to maintain current registered agent information and file amendments if you change corporate structure, authorized shares, or other fundamental provisions.

Post-Registration Requirements

Completing your Delaware registration is just the beginning. Several immediate steps ensure your corporation operates legally and maintains good standing.

Federal Tax ID (EIN)

Apply for your Employer Identification Number immediately after receiving your filed Certificate of Incorporation. The IRS requires this for business banking, tax filings, and employee hiring.

You can apply online through the IRS website or by phone. Online applications provide immediate EIN assignment during business hours.

Corporate Bylaws

Draft corporate bylaws within 30 days of incorporation. While Delaware doesn't require filing bylaws with the state, they're essential for corporate governance and required by banks and investors.

Bylaws should address director and shareholder meetings, voting procedures, officer roles, and amendment processes. Many attorneys provide template bylaws, but customization ensures they fit your specific business needs.

Initial Board Resolutions

Hold your first board meeting to adopt bylaws, elect officers, authorize share issuance, and approve initial business decisions. Document these actions in written resolutions for your corporate records.

Business Banking

Open a corporate bank account using your Certificate of Incorporation, EIN, and corporate bylaws. Keeping business and personal finances separate is crucial for maintaining limited liability protection.

Most banks require these documents plus valid ID from authorized signers. Some banks also request board resolutions authorizing account opening and check signing authority.

Conclusion

Delaware business registration offers significant advantages, but success starts with proper preparation. By checking name availability first—before investing time in detailed planning—you avoid the most common registration delays and ensure your chosen identity can actually launch.

Remember to maintain compliance with annual requirements and keep accurate corporate records. These practices protect your limited liability status and position your business for growth.

Ready to start your Delaware business registration? Begin by checking if your preferred business name is available. Nomely helps you explore naming ideas and instantly check domain availability alongside your Delaware entity search, ensuring your business identity works both legally and online.