Know about incorporation of entity in Delaware

The Delaware General Corporation Law is the statute of the Delaware Code that governs corporate law in the U.S. state of Delaware, Adopted in 1899. Title 8 of Chapter 1 subchapter I of Delaware General Corporation Law deals with the Formation of Corporations.

Here’s a step-by-step procedure to incorporate a company under the Delaware General Corporation Law, along with references to relevant sections of the law:

1. Choose a name: Select a unique name for your company that complies with Section 102 of the Delaware General Corporation Law (DGCL). According to Section 102(a), the name should contain a corporate identifier like “Corporation,” “Company,” “Incorporated,” or an abbreviation thereof.
2. Prepare the certificate of incorporation: Draft a certificate of incorporation in accordance with Section 102(a) of the DGCL. This document establishes the existence of your corporation. Include information such as the company’s name (Section 102(a)(1)), the purpose or purposes for which the corporation is formed (Section 102(a)(3)), the number of authorized shares (Section 102(a)(4)), and the name and address of the registered agent (Section 102(a)(7)).
3. Appoint a registered agent: Choose a registered agent with a physical address in Delaware, as required by Section registered agent shall be appointed and continuously maintained in this State (Section registered agent may be an individual resident in this State whose business office is identical with such registered office or other domestic or foreign corporation authorized to transact business in this State whose business office is identical with such registered office (Section registered agent may also be a foreign corporation authorized to transact business in this State which has complied with Section 1509(b) of this title (Section 1513(b)).
4. File the certificate of incorporation: Submit the completed certificate of incorporation to the Delaware Division of Corporations as per Section 103 of the DGCL. You can file it online through their website or send a physical copy by mail. Include the filing fee, which is determined by Section 104 of the DGCL based on the corporation’s authorized shares.
5. Obtain an Employer Identification Number (EIN): Apply for an Employer Identification Number (EIN) from the Internal Revenue Service (IRS) for tax purposes. While this requirement is not specifically outlined in the DGCL, having an EIN is essential for tax filings and other official purposes.
6. Prepare corporate bylaws: Adopt corporate bylaws that outline the internal rules and procedures for your corporation. Although not specifically mandated by the DGCL, corporate bylaws are essential for governance purposes.
7. Hold an organizational meeting: Conduct an organizational meeting of the initial directors and shareholders, as mentioned in Section 141 of the DGCL. During this meeting, adopt the bylaws, appoint officers, issue shares of stock, and take any other necessary actions to establish the corporation.
8. Maintain compliance: Ensure ongoing compliance with the DGCL. This includes filing an annual report and paying franchise taxes, as required by Sections 312 and 502 of the DGCL, respectively.