Incorporate in Delaware for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

An S-Corp and a C-Corp are nearly the same in terms of limits on liability, structure, management, and compliance documents. When deciding which one is best for you in Delaware, consider these differences:

• Ownership Rules: Both S-Corps and C-Corps are owned by stockholders. The businesses are managed by a board of directors. There are no limits to the number of shareholders a C-Corp can have, but S-Corps are usually limited to 100 shareholders.
• Taxes: C-Corps pay taxes on business income at the corporate rate. Profits distributed to shareholders are taxed at the shareholder's personal income tax rate. S-Corps are not taxed at the corporate level. Corporate income is taxable to their shareholders at their personal income tax rate.
• Documents: An S-Corp must file IRS Form 2553 to elect S-Corp status.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Delaware requirements:

• All Delaware corporation names must include "Association," "Company," "Corporation," "Club," "Foundation," "Fund," "Incorporated," "Institute," "Society," "Union," "Syndicate," or "Limited."
• Your business name must distinguish your corporation from all other business entities on file with the Delaware Division of Corporations.
• Delaware does not allow business names to include the words "bank" or "trust," unless the corporation is a bank reporting to the Delaware State Bank Commissioner.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In Delaware, you must have at least one or more incorporators. Delaware has no age requirement for incorporators, and there is no requirement that incorporators must live in the state of Delaware.

In addition to personnel requirements, your Delaware Certificate of Incorporation should address some concerns, such as:

Every corporation should appoint a registered agent. A registered agent is the person or business responsible for receiving tax, legal, and government documents for your corporation during regular business hours. Every corporation needs one. Your agent must be included in your Certificate of Incorporation in Delaware. We can help you designate your registered agent when you incorporate with us.

You must also include the following in your Certificate of Incorporation in Delaware:

• The name and registered address of the corporation, as well as its registered agent.
• The nature of the business to be promoted.
• The number of shares of stock.
• The name and mailing address of the incorporator or incorporators.
• The names and mailing addresses of all persons who will serve as directors until the first shareholders' meeting, if the incorporators' powers terminate with the filing of the Certificate of Incorporation.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In Delaware, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $110.

• Fee to expedite your filing: $100.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 7-10 business days.

•  Expedited processing time: 2-3 business days for processing.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – while it may not be the most enjoyable part of owning a business, you'll have to prepare tax returns and pay taxes for your new corporation. Before you can start doing business, you must apply to the IRS for an EIN, or employer identification number. An EIN is like your business's Social Security number. We have more information about the tax structures and obligations of both C-Corps and S-Corps.

Delaware requires that corporations keep corporate records, such as Bylaws, to maintain their corporate status. Although it's not required in Delaware, keeping Corporate Minutes is still a good idea. They help protect the legality of your corporate status. We have more detailed information about Delaware's requirements for Bylaws and Corporate Meeting Minutes.

We wish you success with your new Delaware corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford. 

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in Delaware or domestic corporations that also operate in Delaware. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.