Delaware Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in Delaware is called the Certificate of Incorporation. The information listed in the Certificate of Incorporation includes, but not limited to, the name of the company, purpose, shares, par value, name and address of the incorporator and the name and address of the registered agent.

Delaware law does allow for the formation of Professional Corporations (PC's). The corporate name of a professional corporation shall contain either a word or words descriptive of the professional service to be rendered by the corporation or shall contain the last names of 1 or more of its present, prospective or former shareholders or of persons who were associated with a predecessor person, partnership, corporation or other organization or whose name or names appeared in the name of such predecessor organization. The corporate name shall also contain the words "chartered" or "professional association" or abbreviation "P.A." The use of the word "company," "corporation" or "incorporated" or any other word, words, abbreviations, affix or prefix indicating that it is a corporation, in the corporate name of a corporation organized under this chapter, is specifically prohibited. However, it shall be permissible for the professional service corporation and its shareholders to render professional services and to exercise the corporation's authorized powers under a name which is identical to its corporate name except for the omission of the words "chartered" or "professional association" or the omission of the abbreviation "P.A."

Corporations are managed by their Board of Directors. The minimum number of directors required in Delaware is 1. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run and must be kept on file at its main office. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

Corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors, officers and shareholders, minutes of all director and shareholder meetings, records of actions taken by directors or shareholders without a meeting, record of all shareholders and their number and class of shares, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

All domestic corporations formed in Delaware are required to file an Annual Report and to pay a franchise tax. The Annual Report and franchise tax due date is on or before March 1st. Notification of Annual Report and Franchise Tax due are sent to all Delaware Registered Agents in December of each year. Annual Reports are a mandatory electronic filing. Filing electronically insures compliance with the Delaware Code. The report must include information on the principal place of business address, name and address of the registered agent, authorized stock, and the names and address of the officers and directors.

Delaware corporations that fail to file their annual report and pay the associated franchise tax will become "inactive" after two consecutive years of nonpayment.

Corporations can register an Assumed Name (DBA) with the Superior Court Prothonotary within the County where the company is conducting business

The Delaware General Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing a Certificate of Dissolution pursuant to Section 275 of the General Corporation Law.

All outstanding years annual reports and franchise taxes, including the current year, must be filed and paid, along with any penalties, in order to file the Certificate of Dissolution.

All domestic corporations formed in Delaware are required to file an Annual Report and to pay a franchise tax. Annual Report and franchise tax due date is on or before March 1st. Notification of Annual Report and Franchise Tax due are sent to all Delaware Registered Agents in December of each year. Annual Reports are a mandatory electronic filing. Filing electronically insures compliance with the Delaware Code.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Delaware an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Delaware Division of Revenue.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Delaware Division of Revenue at http:// revenue.delaware.gov..

The formation document required to file an LLC in Delaware is called the Certificate of Formation. The information listed in the Certificate of Formation includes, but not limited to, the name of the company, purpose, duration of existence, name and address of the organizer and the name and address of the registered agent.

Delaware law does not allow for the formation of Professional LLC's (PLLC's). However, professionals can form their business as an LLC and list the profession being practiced in the purpose.

LLC's are managed by one or more member/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Delaware is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

Limited Liability Companies formed in the State of Delaware do not file an Annual Report. However, they are required to pay an annual franchise tax. Taxes for these entities are due on or before June 1st of each year and can be paid online.

Delaware LLC's that fail to pay the associated franchise tax will become "inactive" after three consecutive years of nonpayment.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

LLC's can register an Assumed Name (DBA) with the Superior Court Prothonotary within the County where the company is conducting business.

The Delaware Limited Liability Company Act provides a procedure for voluntarily dissolving a domestic LLC by filing a Certificate of Cancellation pursuant to Section 18-203 of the Limited Liability Company Act.

All outstanding years franchise taxes, including the current year, must be paid, along with any penalties, in order to file the Certificate of Cancellation.

Limited Liability Companies formed in the State of Delaware required to pay an annual franchise tax. Taxes for these entities are due on or before June 1st of each year and can be paid online.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Delaware Division of Revenue at http://revenue.delaware.gov..

The formation document required to file a Not-For-Profit corporation in Delaware is called the Certificate of Incorporation. The information listed in the Certificate of Incorporation includes, but not limited to, the name of the company, specific purpose, county in which the office of the corporation is to be located, and registered agent address.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Delaware is 1. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

All domestic Not-For-Profit corporations formed in Delaware are required to file an Annual Report and to pay a franchise tax. Annual Report and franchise tax due date is on or before March 1st. Notification of Annual Report and Franchise Tax due are sent to all Delaware Registered Agents in December of each year. Annual Reports are a mandatory electronic filing. Filing electronically insures compliance with the Delaware Code. The report must include information on the principal place of business address, name and address of the registered agent, and the names and address of the officers and directors.

Delaware Not-For-Profit corporations that fail to file their annual report and pay the associated franchise tax will become "inactive" after two consecutive years of nonpayment.

Not-For-Profit Corporations can register an Assumed Name (DBA) with the Superior Court Prothonotary within the County where the company is conducting business.

The Delaware General Corporation Law provides a procedure for voluntarily dissolving a domestic Not-For-Profit corporation by filing a Certificate of Dissolution.

All outstanding years annual reports and franchise taxes, including the current year, must be filed and paid, along with any penalties, in order to file the Certificate of Dissolution.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Delaware Division of Revenue at http://revenue.delaware.gov..