Business Corporation Formation Filing Requirements in Delaware
At a glance
| Governing law and formation record | Delaware General Corporation Law, 8 Del. C. ch. 1; file a Certificate of Incorporation for a Stock Corporation with the Division of Corporations (§§ 101-102; Division form) |
|---|---|
| Incorporator and signature | One or more persons or entities may incorporate, without a Delaware-residence condition. List every incorporator's name/mailing address; the incorporator or incorporators sign. Signature alone satisfies acknowledgment under perjury, and facsimile/e-signatures are allowed (§§ 101-103) |
| Name, purpose, and duration | State a distinguishable name using a listed corporate word/abbreviation and a business purpose; the broad any-lawful-act clause is sufficient. Duration is perpetual unless the certificate limits it (§ 102(a)(1), (a)(3), (b)(5)) |
| Agent, office, and addresses | State the Delaware registered office's street, number, city, county, and postal code and the registered agent's name at that address. The basic certificate does not require a principal-office address or separate agent acceptance (§§ 102(a)(2), 131; Division form) |
| Shares, classes, and par value | State total authorized shares and par value per share or no-par status. Multiple classes require total/class counts, par/no-par treatment, and desired class or series powers, preferences, rights, and limits or express board authority to fix them (§§ 102(a)(4), 151) |
| Directors and other disclosures | Every incorporator name/mailing address is required. Initial directors are listed only if incorporator powers terminate on filing; officers, stockholders, beneficial owners, and a principal office are not basic certificate fields (§ 102(a)(5)-(6); Division form) |
| Optional and restricted provisions | May regulate lawful governance and powers, add preemptive rights, limit duration, impose specified stockholder debt liability, and limit director/officer monetary liability within statutory exceptions. A charter may not shift corporate or party attorneys' fees to a stockholder bringing covered claims (§ 102(b), (f)) |
| Method, fee, attachments, and effect | Upload for submission or mail with a required cover memo; upload is not direct online filing. Current minimum one-page charge is $109, with stock-based and extra-page increases. Effective on filing or delayed up to 90 days (§§ 103, 106, 391; Division form/instructions) |
| Initial report, publication, and follow-up | No formation publication or separate one-time initial report appears in the current formation provisions/form. Provide the registered agent a current communications contact. The first recurring $50 annual report is due March 1 after the effective-year calendar year (§§ 132(d), 391(a)(18), 502; Division form) |
| Organization, officers, and bylaws | After filing, incorporators organize unless initial directors were named. A meeting may be replaced by unanimous written/electronic consent; meeting callers give 2 days' notice. Adopt bylaws, elect directors if needed, elect officers through the board, and complete organization (§§ 107-109) |
Requirements one by one
Delaware uses a certificate of incorporation
An ordinary domestic stock corporation forms under the Delaware General Corporation Law by filing a Certificate of Incorporation with the Division of Corporations. Under 8 Del. C. § 101, one or more persons or entities may act as incorporators without a Delaware-residence condition.
Every incorporator's name and mailing address appears in the certificate. Under § 103, the incorporator or incorporators sign. A signature alone satisfies the statutory acknowledgment and operates under penalties of perjury; facsimile, conformed, and electronically transmitted signatures are permitted.
Name, purpose, and duration are charter terms
The name must be distinguishable on the Division's records and use one of the corporate words or abbreviations listed in § 102(a)(1). The statute separately restricts certain words, including “trust” and “bank,” subject to its stated exceptions.
Delaware requires the certificate to state the business or purposes. The broad clause authorizing any lawful act or activity under the DGCL is sufficient. The corporation has perpetual existence unless the certificate states a limited duration.
The registered-office address is specific, but the basic charter is lean
The certificate states the Delaware registered office and the registered agent's name at that address. 8 Del. C. § 131 requires the office address to include the street, number, city, county, and postal code. The Division's basic form does not request a principal-office address or a separate registered-agent acceptance.
The incorporator mailing address is public because § 102(a)(5) requires it. Initial directors are included only when the incorporators' powers are to end when the certificate is filed. The basic certificate does not request officers, stockholders, beneficial owners, or a principal place of business. Those are not ordinary formation-record fields merely because later annual reports disclose some of them.
Stock terms can change both the charter drafting and filing charge
For one class, state the authorized-share total and either the par value of each share or that the shares have no par value. For multiple classes, state total and class-by-class authorized shares, identify par-value and no-par classes, and include the desired designations, powers, preferences, rights, qualifications, limitations, and restrictions. The certificate may expressly authorize the board to fix permitted terms later under § 102 and 8 Del. C. § 151(a).
The current Division template is a basic single-class par-value form. A filer using no-par stock, multiple classes, or additional charter terms may need a custom certificate rather than treating every blank on the template as the complete range of lawful choices.
Optional charter provisions remain bounded by the statute
Section 102 permits lawful provisions regulating management, corporate powers, director and stockholder powers, preemptive rights, duration, specified stockholder debt liability, and director or officer monetary liability. The liability limitation cannot cover the exceptions listed in § 102(b)(7), such as loyalty breaches, bad faith, knowing violations, improper personal benefits, specified unlawful distributions, or an officer claim brought by or in the right of the corporation.
Current § 102(f) also bars a certificate provision that would make a stockholder pay the corporation's or another party's attorneys' fees or expenses for the covered stockholder claims described there.
Filing is by submission service or mail, not instant online formation
The Division recommends its Document Filing and Certificate Request Service for electronic submission. The service is submission only: it is not direct online filing and does not calculate the charge. Mail remains available. Every request needs a cover memo, and the Division requests an 8.5-by-11-inch, legible black-ink document with payment at filing.
The current minimum charge for a one-page stock-corporation certificate is $109. Current § 103 and § 391(a) supply the stock-based fee, certificate and system-entry charges, $24 one-page county assessment, and $40 municipality fee; the August 2026 Division form confirms the minimum. Authorized stock can raise the charge, and each page after the first adds $9. Optional certified copies and expedited processing are separate.
Existence begins on filing unless the certificate delays it
Section 103(d) and 8 Del. C. §§ 106-109 make filing the ordinary formation event. The certificate may state a later date or time, but no later than the 90th day after filing.
Organization follows the public filing
If initial directors were not named, § 107 leaves the incorporators in charge until directors are elected. Section 108 calls for an organizational meeting of the incorporators or the named initial directors. The meeting adopts bylaws, elects directors if it is an incorporator meeting, elects officers if it is a director meeting, and completes other organization business.
Meeting callers give the other incorporators or directors at least two days' written or electronic notice unless attendance or waiver makes notice unnecessary. Instead of meeting, all incorporators or directors may consent in writing or by electronic transmission unless the certificate restricts that route. Section 109 separately governs who may adopt the initial bylaws.
What follows formation
The current formation subchapter and Division form do not impose publication or a separate one-time initial report. 8 Del. C. § 132(d), however, requires the corporation to give its registered agent a current natural-person communications contact and update it as needed; that information is supplied to the agent, not added as a basic certificate field.
Under 8 Del. C. § 502(a), the first recurring annual report is due March 1 of the calendar year after the certificate becomes effective. The current form and § 391 state a $50 report filing fee, with the applicable franchise tax due at report filing. That later report asks for the principal place of business, directors, and signing officer, which should not be confused with the leaner formation certificate.
Common questions
Must Delaware list the initial directors in every certificate?
No. Section 102(a)(6) requires them when the incorporators' powers are to terminate on filing. Otherwise the incorporators may elect directors during organization under §§ 107-108.
Is par value optional?
The certificate must address it. For a one-class corporation, state the par value per share or state that all shares are without par value. Multiple classes require class-by-class treatment.
Is the $109 minimum always the final charge?
No. It is the current minimum for a one-page filing. Authorized-stock terms and additional pages can increase the charge; expedited service and certified copies are optional separate charges.
Statutes and sources
- 8 Del. C. §§ 101-109 — formation, mandatory and optional certificate terms, signature and acknowledgment, effective date, corporate existence, incorporator authority, organization, and bylaws. Official Delaware Code, accessed August 14, 2026.
- 8 Del. C. §§ 131-132, 151, 391, and 502 — registered-office address, agent communications contact, stock classes, filing-charge components, and annual-report timing and contents. Official Delaware Code, accessed August 14, 2026.
- Division stock-corporation form and fee schedule — current $109 minimum, extra-page charge, basic form fields, execution instructions, and first annual report. https://corpfiles.delaware.gov/Corp_Forms/Incorporation%20-%20Stock.pdf and https://corpfiles.delaware.gov/AugustFee2024.pdf (accessed August 14, 2026).
- Division submission instructions — cover memo, mail/upload routes, document format, payment, and submission-only status. https://corp.delaware.gov/regguide/ and https://corp.delaware.gov/document-upload-service-information/ (accessed August 14, 2026).
Source links
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