How to register a C Corp in Delaware?

Registering a C Corporation in Delaware is a strategic decision favored by startups, investors, and multinational businesses due to Delaware’s pro-business legal system and flexible corporate laws. Here's the registration process:

1. Choose a Company Name

Your corporation’s name must:

Be unique and distinguishable from existing entities in Delaware.
Include a corporate identifier like "Corporation," "Incorporated," "Company," or abbreviations such as "Inc." or "Corp."
Be checked and reserved optionally via Delaware’s Entity Name Search.

2. Appoint a Registered Agent in Delaware

Delaware law requires a registered agent with a physical address in the state (not a P.O. box). This agent receives legal documents on behalf of your corporation.

You can represent yourself as your own agent only if you possess a Delaware address.
Otherwise, hire a professional service ($50–$300/year).

3. File the Certificate of Incorporation

This is the formal document that registers your C Corporation with the Delaware Division of Corporations.

The Certificate of Incorporation must include:

Company name
Registered agent name and address
Number of authorized shares and par value
Name and mailing address of the incorporator

4. Draft Corporate Bylaws

Bylaws define how the C Corp will operate (board structure, voting, meetings, etc.). This is an internal document and not filed with the state, but it’s essential for governance and compliance.

5. Hold the Organizational Meeting

After filing, the incorporator must:

Adopt the bylaws
Appoint the board of directors
Issue stock certificates to shareholders
Record all actions in corporate minutes

6. Obtain an EIN (Employer Identification Number)

Apply for an EIN from the IRS (free via irs.gov). Required for opening a bank account, hiring employees, and paying taxes.

7. Register for Federal and State Taxes

While Delaware doesn’t tax corporations that don’t operate within the state, federal tax obligations apply. You must:

File federal corporate income taxes (Form 1120)
Comply with Delaware Franchise Tax (minimum $175/year, due March 1)
File Annual Report ($50)

Registering a C Corp in Delaware is a strategic decision for companies planning to scale, raise capital, or eventually go public. If needed, service providers like One IBC USA can facilitate the entire process, including compliance support and registered agent services.

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