A business entity is an organization established by law and existing to engage in business activities, charitable work, or other allowable activities.
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What is a Registered Agent and do I have to have one?
Delaware law requires all entities domiciled in Delaware to retain a Registered Agent with a street address in Delaware. The general duties of the Registered Agent are to accept and forward Annual Report Tax Notices and any other official documentation from the Secretary of State to the entity contact; and to accept and forward Service of Process.
If I incorporate in Delaware, what do I need to do in my state of operation?
You may need to register for authority, sometimes referred to as “qualify”, to do business as a foreign entity in the State(s) of operation. Please contact the Secretary of State/Commonwealth in that jurisdiction for more information.
What is the difference between an “S-Corporation” and a regular corporation?
A close or general corporation that has elected S-Corporation status with the IRS passes earnings and losses through the corporation and is reported on the owners’ personal income tax returns. This avoids the “double taxation” feature of general business corporations. The IRS places certain restrictions on corporations electing S-Corporation status. For more information, visit IRS S-Corporation information.
Do I need to have a bank account in Delaware?
No. Under Delaware law, business entities may open bank accounts outside of Delaware. In fact, it is recommended that you establish bank accounts at a location convenient to your principal place of business.
What are By-laws and Operating Agreements?
By-laws (for corporations) and Operating Agreements (for LLC’s) are the governing documents under which entities operate; setting policies, defining duties and addressing other operational considerations. They are generally adopted by either the Incorporator or the initial Directors or Members. They must conform to Delaware Law, and may be amended from time to time.
What is a Corporate Seal and do I have to have one?
A corporate seal is an impression of a design (Business entity name and year of formation) which is pressed into paper, similar to a notary seal. Under Delaware law, you are not required to have a seal, although you may need one for certain documents such as leases, contracts, deeds and various bank documents. You may purchase a corporate seal here.
How long does it take?
Minutes! Just submit your order online, by fax or mail. Upon receipt of your order and payment, The Incorporators Ltd. will prepare and file your Articles of Incorporation/Formation with the Delaware Secretary of State. You will receive a file-stamped copy of your Articles within 3-5 business days for electronic packages. Corporate and LLC Minute-book and Snap Kit packages are shipped within 3-5 business days, and you will receive package tracking information when your package ships. Expedited services are also available.
Where can I find Delaware Corporation Laws and Limited Liability Company Laws?
Almost 60% of Fortune 500 companies have made Delaware their business organizations' state of choice, and for good reason. Delaware's business laws, its Chancery Court with nationally recognized expertise and governmental services make Delaware a corporate haven. Delaware's business entity laws are among the most advanced and flexible in the United States. They are designed to provide maximum flexibility in the structuring of business entities and the allocation of rights and duties among owners and managers.
- Liability Protection - personal financial liability of owners no greater than the shareholders' or members' investment; owners are insured from personal liability for negligent acts of the entities and its debts.
- Substantial Tax Advantages - deductible retirement contributions and investment tax credits.
- Separate Legal Identity - a corporation or LLC has a distinct identification completely apart from its owners, directors and officers.
- Ease of Transferability of Ownership - shares of stock in a corporation or interest in an LLC may be sold or distributed without impairing organization or operation.
- Uninterrupted Legal Existence - both corporations and LLC's have a perpetual life even upon death of primary owners or officers.
- Subchapter S Election or LLC Partnership Treatment - permits tax savings by flowing through deductions and losses to personal tax returns.
- Favorable Legislative Climate encourages laws supportive of business.
- Experienced State Administration permits efficient operation of state functions.
- Unequaled Corporate Judicial System provides skilled and prompt adjudication.
- No Sales Or Use Tax In Delaware.
- No Delaware Income Tax levied on corporations or LLC's not doing business in Delaware.
- Broad Corporate Powers permit conduct of several legal businesses by one corporation.
- No Delaware Tax To Beneficiaries or corporate stock held by nonresidents.
- All Meetings of members/stockholders and directors may be held outside of Delaware.
- Bank Accounts not required to be in Delaware. Capital requirements have no minimum.
- By-Laws may be made and altered by directors or by agreement of Members.
- Only One Director, one shareholder, or one officer required for a Delaware corporation; only one member required for an LLC.
- No Par Value required for stock.