America's Leading Incorporating Specialists
The Incorporators, Ltd.
Toll Free: (800) 223-3928 Phone: (302) 737-6260 Fax: (800) 231-5593
 12 Timber Creek Lane, Newark, DE 19711
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Delaware
Frequently Asked Questions
• What is a Registered Agent and do I have to have one?

• Do I need an attorney to incorporate?

• How many directors do I need?

• What is a corporate seal and do I have to have one?

• If incorporating in Delaware, what do I need to do in my own state?

• How long is the process to incorporate?

• What are By-laws?

• Is it worth it for me to set up an S corporation? If so, what do I need to do?

• If I have a Delaware Corporation am I required to have a bank account in Delaware?

• Must a Delaware Corporation issue stock?

• What is the difference between a stock and non-stock corporation?

• May stock be issued to a minor child?


What is a Registered Agent and do I have to have one?

Delaware Code requires that a domestic corporation retain a Registered Agent for the lifetime of the corporation. The general duties of a registered agent are 1) receiving a corporation's Annual Report and forwarding it to the corporation's contact and 2) to accept service of process and any legal documents served on a corporation. To help keep your costs as low as possible when forming your Delaware corporation, The Incorporators Ltd. Registered Agent services are free of charge during the first year of your incorporation. A nominal fee of $99 will be charged annually thereafter.

Do I need an attorney to incorporate?

It is not necessary to hire an attorney to provide incorporating services. The Incorporators Ltd. is, however, owned and operated by an attorney.

How many directors do I need?

One! Another advantage to incorporating in Delaware is that one individual may be permitted to simultaneously hold all of the executive offices and titles of a Delaware corporation including president, secretary, treasurer, chairman of the board, etc.

What is a corporate seal and do I have to have one?

A corporate seal is an impression of a design (your corporate name and date your corporation was formed) which is pressed into paper, mounted in a hand tool, similar to a notary seal. You may be required to have a corporate seal for documents such as leases, deeds, and various bank documents.

If incorporating in Delaware, what do I need to do in my own state?

It may be required that you formally qualify to do business as a "foreign corporation" in your home state or other states in which you are conducting business. Contact your Secretary of State or Commonwealth for further information.

How long is the process to incorporate?

Minutes! Just submit, fax or mail the Authorization to Incorporate form from the Order page. After your form is reviewed and payment is received, your Articles of Incorporation / Formation will be prepared and filed with the Delaware Division of Corporations. A stamped, filed copy of your Certificate and corporate minute-book (if ordered) will be forwarded to you within 7-10 business days. If ordering Express Service, you may receive your documentation in 3-5 business days.

What are By-laws?

By-laws are the rules adopted by the initial founders, directors or incorporator(s) of a corporation, setting policies or conditions under which the corporation may be operated. By-laws must conform to Delaware law and may be amended at any time by a majority vote of the corporate directors. Similarly, a Limited Liability Corporation is governed by an operating agreement.

Is it worth it for me to set up an S corporation? If so, what do I need to do?

A close or general corporation that has "elected" S corporation status passes earnings and losses through the corporation and is reported on the owners' personal income tax return. This avoids the "double taxation" feature of general businesses and closed corporations. When incorporating with The Incorporators Ltd., please indicate that you would like to form an S corporation. We will provide you with the I.R.S. Form 2553. You must complete the form and file it with the I.R.S. within 75 days of the date of formation of your corporation. All shareholders must be citizens or residents of the United States. Limited Liability Companies offer nonresidents many of the same advantages U.S. residents enjoy with S corporation status. If you would like additional information with respect to filing an S corporation, please do not hesitate to contact us.

If I have a Delaware Corporation am I required to have a bank account in Delaware?

No, a Delaware corporation is not required to have a bank account in Delaware. We would recommend that you have your bank account at a location that is convenient to your principal place of business.

Must a Delaware Corporation issue stock?

Although it is possible to have a non-stock corporation, stock is generally issued for a number of reasons. First, the stockholders are the ones who elect the board of directors. Second, it is possible to issue as little as one share with no "par value", which means that it has no dollar value. Third, if a shareholder dies or wishes to sell or otherwise transfer his/her interest in the corporation, this can be accomplished much easier if stock certificates have been issued. (View Stock Certificate)

What is the difference between a stock and non-stock corporation?

A stock corporation as the name implies, issues shares of stock in return for an interest in the corporation. Those receiving stock are known as stockholders or shareholders. Stockholders are entitled to vote for the corporation's board of directors but are generally not entitled to participate in the day-to-day activities of the company.

A non-stock corporation does not issue stock and has “members” rather than stockholders. Members of a non-stock corporation are similar in many respects to members of an unincorporated association. A community association or club is an example of a non-stock corporation.

May stock be issued to a minor child?

No, stock may not be issued to minor children. However, if you would like to give a gift of stock to a minor, you may put the stock in trust for that child or utilize the Uniform Gift to Minors Act.

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