Important considerations for Delaware

Naming your Delaware corporation

You want your corporation name to be recognizable, memorable and unique. The state of Delaware insists that your name be unique. It must be distinguishable from any other corporate names on record with the Secretary of State.  There are other rules that you must follow when choosing the legal name for a Delaware corporation. 

  • A Delaware corporation must be readily identifiable as a corporation. Thus, the corporation name must include one of these  terms: "Association," "Company," Corporation," "Club," "Foundation," "Fund," "Incorporated," "Institute," "Society," "Union," "Syndicate," "Limited" or the abbreviation "Co.," "Corp.," "Inc.," "Ltd." or similar words or abbreviations in other languages.
  • Plus, the Department of Banking must approve if the name included the following words: "Bank," "Banc," "Banque" and "Trust."

Delaware’s requirements related to directors

Delaware requires that a corporation have at least one director, but otherwise the state has very few requirements regarding who can be a director.

  • Directors do not have to reside in Delaware.
  • There are no age requirements for directors of a Delaware corporation
  • The names and addresses of the directors need not be listed in the Certificate of Incorporation.

Certificate Of Incorporation creates a Delaware corporation

The Certificate of Incorporation is the formation document for a Delaware corporation, rather than “Articles of Incorporation” used by many states.  The required information is very minimal, in keeping with Delaware’s pro-business reputation.  The following information is required:

  • Stock. Authorized shares and par value must be listed in the Certificate of Incorporation. An increase in the number of shares or par value can affect initial filing fees. The amount of shares originally issued does not need to be stated.
  • Registered agent. Corporations must list the name and address of a registered agent that will be available during normal business hours and that has a physical address in Delaware, not a post office box.

Professionals can incorporate in Delaware

Delaware allows professionals, such as accountants, attorneys and physicians, to form a professional corporation (PC).

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