How to Apply for a Delaware Certificate of Incorporation?

Delaware is a top-notch jurisdiction for setting up an LLC and commencing international trade. The first step to successful business operation is getting a Delaware certificate of incorporation. It gives your firm authenticity, enables bank account opening, and ensures seamless trade.

Follow our guide to successfully apply for a certificate of incorporation in Delaware and get access to international business.

What is the Delaware’s Certificate of Incorporation?

Sometimes referred to as the State of Delaware’s article of incorporation, the State of Delaware’s certificate of incorporation in Delaware is the legal document that legally acknowledges the company. It provides an overview of the company and contains details about the company’s name, registered address, reason for existence, as well as the capital structure of the company. It is to be submitted to the Secretary of State in Delaware for verification.

Notable Features & Types of Delaware Certificates of Incorporation

The required information depends on the type of corporation you’re forming, when filing a Certificate or Articles of Incorporation in Delaware:

1. Close Corporation Delaware Articles of Incorporation

• Best for small or family-owned businesses.
• Must include: 
  • Business purpose (reason for existence)
  • Total amount of authorized stock.

2. Exempt Corporation Delaware Articles of Incorporation

• Typically, for organizations qualifying for exempt status.
• Must include:
  • Specific conditions of membership.

3. Non-stock Corporation Delaware Articles of Incorporation

• Used by companies without issued stock (e.g., nonprofits, associations).
• Must include:
  • Conditions of members instead of stock details.

4. Public Benefit Corporation Delaware Articles of Incorporation

• Designed for businesses that balance profit with a stated public benefit.
• Must include:
  • Description of the specific public benefit the corporation will provide
  • Total amount of authorized stock.

5. Stock Corporation Delaware Certificate of Incorporation

• The most common form of corporation.
• Must include:
  • Total authorized stock and par value.
  • Standard incorporation details (name, purpose, registered agent, etc.).

How to Apply for a Delaware Certificate of Incorporation?

Application for the State of Delaware’s certificate of incorporation is easy. Here are a few simple steps you can follow to get your stamped copy.

1. Appoint a Registered Agent

You are required to file for the certificate through a registered agent. Business Setup Worldwide can assist you with the formalities and ensure quick filing.

2. Prepare Certificate of Incorporation

As a founder of the company, you have to draft the copy of the certification of incorporation in Delaware. Include all the details about the company, such as the name, registered address, share capital, purpose, and the owner’s details.

3. Complete the Cover Letter

The cover letter covers the contact details of the person filing. It also contains directions about how you want the approved documents to be sent.

4. Submit to the Authorities

Once you have finished the draft, send it to the Delaware Division of Corporations and pay the fees. Fees will vary depending on the type of organization.

5. Get the Copy

Once the authorities have reviewed and updated it in the record, you can submit a request for a signed and sealed copy of the Delaware certificate of incorporation. It is the most important legal document, critical for all business dealings.

6. Follow Up with Post-Incorporation Steps

After receiving the Delaware certificate of incorporation, you can go ahead and:

• Draft corporate bylaws.
• Hold an initial board meeting.
• Issue stock certificates (if applicable).
• Apply for an EIN (Employer Identification Number) with the IRS.
• Open a corporate bank account.

Key Information for Delaware’s Certificate of Incorporation

You must provide details about the following while applying for articles of incorporation in Delaware:

• Name of the corporation
• Registered address of the corporation
• Registered agent name and address
• Nature of the business or the purpose of the business
• Number of authorized shares and classes of shares
• Name and address of the founder

Articles of Incorporation Delaware Example or Template

How to Amend Delaware Certificate of Incorporation?

Amending the Delaware certificate of incorporation is easier. All you have to do is follow the steps below:

• Determine What Needs Amending

Most common amendments include a change in the company’s name, an increase or decrease in authorized shares, a change in the par value of shares, or altering the business purpose.

• Board of Directors Approval

The board must adopt a resolution recommending the amendment in the Delaware articles of incorporation. The resolution outlines the exact changes to be made to the Certificate of Incorporation.

• Shareholder Approval

Amending a Delaware certificate of incorporation typically requires approval by a majority of shareholders entitled to vote. For certain changes (such as eliminating specific shareholder rights), a higher threshold may apply.

• Draft the Certificate of Amendment

Once you have gained the approval, file a certificate of amendment of the certificate of incorporation.

It must include:

• Current corporate name.
• Original incorporation date.
• The amendment(s) being made, written clearly.
• Statement confirming shareholder approval.
• Signature of an authorized officer.

• File with the Delaware Division of Corporations

Submit the Certificate of Amendment either online, by mail, or via your registered agent. Pay the fee.

• Receive Stamped Copy

Once approved, the state issues a stamped “Filed” copy of the amendment. Keep this copy with your company’s permanent records.

• Update Corporate Records

Once the amendments have been done, revise bylaws, stock ledgers, and internal documents to reflect the amendments. Moreover, you are also required to notify shareholders, banks, investors, and regulators (if required).

Why Should You Get a Delaware Certificate of Incorporation?

Having a certified copy of the State of Delaware certificate of incorporation is beneficial for various purposes:

• Opening a Business Account

It is a mandatory document for opening a bank account for your company. The State of Delaware’s certificate of incorporation is proof that your company exists and is legally recognized. Without it, you cannot carry out financial transactions or establish your company as an authority.

• Legal Standing

The certificate of incorporation in Delaware is proof that your company is valid and authorized to transact business in the United States. It also conveys details about the founder’s liability in the company.

• Secure Business Financing

It is a crucial document for securing finance for your business. Banks and lenders require a legalized copy of the Delaware certificate of incorporation as proof that your business is legitimate. It is part of the paperwork required during the processing and approval of loans.

• Attract Buyers

The State of Delaware’s article of incorporation mentions the capital structure of the company, amongst other details. It is an important document required by the buyers to verify the status of your company.

• Legal Proceedings & Contract

Certain legal matters require you to ascertain the validity of your business. A certificate of incorporation in Delaware is a document that you need to present in court as evidence of your authority in the industry.

Why is the State of Delaware a Popular Jurisdiction?

Delaware ranks among the top for starting businesses in the United States. It has garnered recognition amongst both domestic and international business communities. Several benefits make the state popular. Take a look:

1. Ease of Incorporation

Delaware is one of the most business-friendly states with various pro-trade policies. The robust infrastructure facilitates the easy setup of an offshore company and the conduct of business activities.

2. Friendly Business Law

The legal framework of Delaware is renowned worldwide. The laws of various states draw inspiration from Delaware’s general corporate law and limited liability company law. These are comprehensive and internationally respected for their clarity and precision.

3. Tax Benefits

The State of Delaware is known for its various tax exemptions for offshore companies. There are no sales tax, value-added tax, capital gains tax, inheritance tax, or income tax on the earnings received from outside the state. Moreover, a Delaware LLC can also enjoy pass-through taxation.

4. Court of Chancery

Delaware is also famous for its Court of Chancery. It is one of the oldest courts in the world and a seat of some of the greatest corporate law experts. Its legal experts are renowned for their expertise and meticulous knowledge of the law, thus ensuring just and apt orders.

5. Access to the Global Market

Setting up an offshore company in Delaware gives you easy access to the global market. As a hub of international trade, the United States has entered into various treaties globally that ensure cheaper and easier access to multiple economies worldwide for doing business.

6. Flexibility in Corporate Structure

Forming a company is conducive in Delaware with various structures to choose from, such as a non-profit organization, limited liability company, partnership, public benefit corporation, and more.

To set up your business in Delaware, an article of incorporation is the most important legal document. The guide covers all the fundamentals and applications of the Delaware certificate of incorporation. With corporate structures abound in Delaware, it is best to seek guidance from legal experts. Business Setup Worldwide’s years of demonstrated experience and a strong team of experts can help you bypass any hurdle in your business formation journey. Contact us now to get started!