Frequently Asked Questions

The Division of Corporations will no longer provide filing history over the telephone or through Live Chat. The options for obtaining entity information are:

1. Search for Business Entity – On the Web – We offer the ability to search for a business entity on the web by name or file number. Search results will return both active and inactive entities, however, this does not provide entity status. The entity information provided free of charge, includes the entity name, file number, incorporation/formation date, registered agent name, address and phone number along with the entity kind, type, and residency.
2. Entity Status – On the Web – We offer the ability to obtain entity status on the web. Please note: this is not a good standing certificate, certified by the Secretary of State. You may check status on the web for a fee of $10.00 per entity for status or $20.00 per entity for more detailed information including current franchise tax assessment, current filing history and more. You may charge a Visa, MasterCard, American Express, or Discover card. Please note: All transactions submitted on this site are non-refundable.

Businesses choose Delaware not for one single reason, but because we provide a complete package of incorporations services. The Delaware General Corporation Law is the most advanced and flexible business formation statute in the nation. The Delaware Court of Chancery is a unique, more than 225 year old business court that has written most of the modern U.S. corporation case law. Delaware’s State Government is business-friendly and accessible. Our Division of Corporation is a model state-of-the-art efficiency and our staff provides prompt, friendly and professional service to clients, attorneys, registered agents and others. These factors have all contributed to making Delaware a premier legal home to companies around the world.

No. Delaware law requires every entity to have and maintain a Registered Agent in the State who may be either an individual resident, a domestic entity, or a foreign entity authorized to transact business in Delaware whose business office is identical with the entity’s registered office.

Yes, however in-person customer visits are by appointment only. Click here for information regarding appointments.

A soft cover copy is available from LexisNexis bookstore. You may also visit the Delaware Code online.

Delaware Courts:

1. 1. • Chancery Court
      • Chancery Court Opinions
      • Supreme Court
      • Superior Court

For more information on the steps to form a new business please visit onestop.delaware.gov and/or https://firststeps.delaware.gov.

No, but you should contact an attorney concerning legal matters. The Delaware Division of Corporations acts solely in an administrative capacity and does not provide legal advice.

Yes, Delaware law requires corporations that are doing business in this state but are formed in another state or jurisdiction to submit a completed “Foreign Qualification” form with the Division of Corporations along with a Certificate of Existence issued by that state or jurisdiction.

The Division of Corporations offers a variety of services including “1-Hour”, “2-Hour”, “Same Day” and “Next Day” Expedited Services which are designed to meet your business needs.  Processing times may vary during our busy season, as they are based upon the volume of items received in our office. All requests are returned regular USPS mail. Please provide an express mail account number with your order for FedEx or UPS express service return. Mail delivery times may vary due to the postal service provider. No requests can be returned via fax or email.

The State of Delaware does not provide legal advice. We recommend that you contact a Certified Public Accountant or an Attorney who specializes in Delaware Law. You may also visit Delaware Division of Revenues website for their Legal Business Structure Table for a break down of each entity type and how it may effect your business. If you are planning to conduct business in Delaware or hire employees in Delaware, please visit the Registration Process Flow Chart.

Once the entity is formed with the Delaware Division of Corporations, you are responsible for maintaining your Delaware registered agent, as well as paying all taxes due and/or file any required annual reports on or before the specified due date.

The Division of Corporations does not recognize “S” or “C” Corporations, as this is filed federally.  Please contact the Internal Revenue Service, www.irs.gov, for further information.

Your Delaware business license must be obtained from the Delaware Division of Revenue.  To determine if your business requires any other State of Delaware and/or other local licenses, certificates or registrations, please visit onestop.delaware.gov for further information.

• Businesses that are operating and formed in Delaware must pay gross receipts tax (Division of Revenue), franchise tax and/or file annual reports (Division of Corporations) and federal income tax (Internal Revenue Service).
• Businesses that are incorporated or formed in Delaware must pay an annual tax, annual franchise tax and/or file an annual report with the Division of Corporations.

• All Domestic and Foreign Limited Liability Companies, Limited Partnerships, and General Partnerships formed or registered in Delaware are required to pay an annual tax of $300.00 for the prior year, due on or before June 1^st. There is no requirement to file an Annual Report. Failure to pay the required annual taxes will result in a penalty of $200.00 plus 1.5% interest per month on tax and penalty.
• All Domestic Corporations must file an Annual Report and pay Franchise Taxes online for the prior year which are due on or before March 1^st.
  • Exempt Domestic Corporations – $25.00 Annual Report fee
  • Non-Exempt Domestic Corporations – $50.00 Annual Report fee plus Franchise Tax fees
    • The minimum tax is currently $175.00, using the Authorized Shares Method and the Minimum Tax using the Assumed Par Value Capital Method is $400.00 with a maximum tax of $200.000.00 for both methods unless it has been identified as a Large Corporate Filer, then their tax will be $250,000.00.
  • All Foreign Corporations must file an Annual Report online on or before June 30^th each year. A $125.00 filing fee is required to be paid. If the Annual Report and remittance is not received by the due date, a $125.00 penalty will be added to the filing fee.

Businesses with employees who work in Delaware must pay withholding tax and unemployment insurance tax.

The Internal Revenue Service issues employer federal identification numbers and administers federal payroll and income taxes, including social security, Medicare, federal unemployment insurance, and federal income tax withholding.

Please refer to https://onestop.delaware.gov/Operate_File for more information on determining your tax obligations, as well as other agencies that administer a variety of taxes.

The most common way is to file a Certificate of Amendment. You may call (302) 739-3073 if you have questions on properly completing your filing.

Information on how to submit a filing or request can be found here.  You may call (302) 739-3073 if you need further assistance.

Adoption documents for a foreign country often require apostilles or authentications. The Delaware Division of Corporations can apostille or authenticate documents notarized by a Delaware Notary, certified vital records from the State of Delaware, and official State documents (e.g., background checks). When such services are requested for personal use (such as an adoption) the Division discounts its fees to $30.00 for any documents that are presented simultaneously. This fee structure enables prospective international adoptive parents to minimize their costs by having all of their apostille and authentication documents processed at one time. As a further convenience, requests received via mail are typically processed on the same business day and hand delivered requests will be completed within 2 hours. To help expedite your request, mailed requests must include a cover memo clearly stating the purpose of the request (e.g. adoption in China). Documents may be either hand delivered, mailed or express mailed to: Division of Corporations – John G. Townsend Bldg. – 401 Federal Street – Suite 4 – Dover, DE 19901. Documents that are not picked up from our office will be sent regular first class mail unless a Federal Express or UPS or envelope is provided with the request. Please contact our office at (302) 739-3073 with any questions.

If a document is received by this office in proper form with all required fees paid when received, the document will be filed with the date and time it was received in this office as soon as we are able to process the regular, non-expedited work for that date.  Processing time for regular (non-expedited) work varies based upon the volume of items received by our office. Prior to submitting your Filing/Document request, you may contact our office to find out what date is currently being processed for regular work to help you determine if you need to request expedited service for your submission.  If you have already submitted your Filing/Document request, you may contact our office for assistance in upgrading your item to expedited service. Please see our fee chart for a listing of our fees. All requests are returned regular USPS mail. Please provide an express mail account number with your order for FedEx or UPS express service return. Mail delivery times may vary due to the postal service provider. No requests can be returned via fax or email.

No, bylaws and operating agreements (and any amendments) are maintained by the entity and are not filed within the Division of Corporations.

Delaware Law requires every entity to appoint a Registered Agent with a physical office address in the State of Delaware. If the entity is not physically located in Delaware, they must appoint a Registered Agent to fulfill the requirement. Registered Agents are responsible for accepting Service of Process, as well as providing information for billing and tax obligations to the entities they represent.

Delaware Law requires every entity to appoint a Registered Agent with a physical office address in the State of Delaware. If the entity is not physically located in Delaware, they must appoint a Registered Agent to fulfill the requirement. Registered Agents are responsible for accepting Service of Process, as well as providing information for billing and tax obligations to the entities they represent. Registered Agents are required to satisfy and adhere to Agency Regulations regarding both the identity of the entity’s contacts and individuals for which the Registered Agent maintains a record.

It is required by the Delaware Law that every entity shall have and maintain in this state a registered office which may, but need not be, the same as its place of business and a Registered Agent.

A Registered Agent may be the entity itself, an individual resident in this state, any other domestic corporation, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, or statutory trust, or a foreign corporation, foreign limited liability partnership, foreign limited partnership, foreign limited liability limited partnership, foreign limited liability company or foreign statutory trust.

The Registered Agent must have a physical street address in Delaware. If the business is physically located in Delaware, then the business may act as its own Registered Agent. Registered Agents must be generally present at their designated location during normal business hours to accept Service of Process, and, if applicable, forward such Service of Process to the entity to which the service or communication is directed, as well as providing information for billing and tax obligations to the entities they represent. Registered Agents are required to satisfy and adhere to Agency Regulations regarding both the identity of the entity’s contacts and individuals for which the Registered Agent maintains a record.

You may file a Certificate of Change of Registered Agent. or if you wish, you may file a Certificate of Amendment.

We offer the ability to check name availability and reserve entity names through our website. You can reserve a Corporate, Limited Liability Company, Limited Partnership, Registered Series, Statutory Trust, General Partnership & Limited Liability Partnership name for a period of 120 days for a fee of $75.00 per name. The name you choose must be distinguishable from corporations or other entities reserved or registered under the laws of Delaware. The Delaware Corporation Law Annotated requires that all Corporate, Limited Liability Company, Limited Partnership, Registered Series, Statutory Trust, General Partnership & Limited Liability Partnership names be submitted in application form accompanied with the appropriate fee of $75 per name. You may also file your Corporate, Limited Liability Company, Limited Partnership, Registered Series, Statutory Trust, General Partnership & Limited Liability Partnership name application on the web for the appropriate fee of $75 per name. Note: The application must contain the name and address of the applicant. This cannot be the name of the entity being reserved, and the address cannot be an alternate address of the applicant, such as a registered agent or virtual office address. You may use ACH debit from your checking or savings account or charge a Visa, MasterCard, Discover or American Express card. Reserve your Corporate, Limited Liability Company, Limited Partnership, Registered Series, Statutory Trust, General Partnership & Limited Liability Partnership name on the web.

No.  However, reserving the name ensures that the name is available and may reduce the processing time of your application.

The next step is to file your entity formation documents. No activity should be conducted based on a name reservation.

The Division of Corporations does not accept or track complaints or pending lawsuits for businesses. Contact the Consumer Protection Unit of the Attorney General’s Office at (800)220-5424, or email protection@delaware.gov for assistance. If you have a complaint about a Delaware financial institution, a discrimination complaint, a complaint against a professional, or a complaint against a public utility, you may file a complaint online at https://sos.delaware.gov/consumer-complaints.

Disputes or issues must be resolved between the affected parties or in the courts. The Division of Corporations is an administrative office only.

The Division of Corporations accepts and records filings in an administrative capacity only. Any disputes or issues must be resolved between the affected parties or in the courts.

You can learn more about Identity Theft protection at https://attorneygeneral.delaware.gov/fraud/cpu/idtheft.

All Domestic and Foreign Limited Liability Companies, Limited Partnerships, and General Partnerships formed or registered in Delaware are required to pay an annual tax of $300.00. There is no requirement to file an Annual Report.

Phone: (302) 739-3073 option 3
Fax: (302) 739-5831
Email: DOSDOC_Ftax@delaware.gov

Title 8 Chapter 5 § 501 of the Delaware code requires that every corporation now existing or hereafter to be incorporated under the laws of this State, shall pay an annual tax, for the use of the State, by way of license for the corporate franchise as prescribed in this chapter.

Title 8 Chapter 5 § 503 states that all corporations accepting the provisions of the Constitution of this State and coming under Chapter 1 of this title, and all corporations which have heretofore filed or may hereafter file a certificate of incorporation under said chapter, shall pay to the Secretary of State as an annual franchise tax whichever of the applicable amounts as prescribed by Title 8 Chapter 5 § 503 (1) and (2).

Taxes continue to accrue on a corporation until a legal document filing is received and filed with the State of Delaware. The document needs to officially terminate the existence of the corporation in the State of Delaware. (i.e. Certificate of Dissolution, Certificate of Merger, etc…)

You may file your annual report and pay taxes without having a Federal ID#. This number is assigned by the Internal Revenue Service. If you need to obtain a Federal ID# for your entity, please visit the IRS web site at www.irs.gov.

All Tax Notices are printed in December of the year that tax is due and sent to the Registered Agent. The Registered Agent is designated by the corporation through the initial formation or a filing submitted by the corporation that designates another Delaware Registered Agent. Please contact your Delaware Registered Agent if you require another copy of your notice.

Title 8 Chapter 5 § 502(a)(4) states that the Annual Report shall list “The names and addresses of all the directors as of the filing date of the report and the name and address of the officer who signs the report,”

A Portable Document Format (PDF) is a file that will look the same on the screen and in print, regardless of what kind of computer or printer someone is using and regardless of what software package was originally used to create it. A PDF document will have a file ending of documentname.pdf You will need specific software to create a PDF. PDF files are the only files that can be attached to your annual report. You can attach a PDF to your annual report when you are supplying your director information. You may attach a PDF or complete the director information manually on the web page. You are still required to put the total number of Directors listed in your PDF on the web site. To attach a PDF you will go to the browse button that is located next to the Attach Directors’ Names in PDF format section of the web site. This will bring up a Choose File screen where you will select the document from the area of your pc in which your PDF is located. Once you click on the required file you will select Open and the location of the PDF to be attached will show up in the Director Information when reviewing as “You have attached a PDF: ”

Title 8 Chapter 5 § 502 (a) states that the report shall be made on a form designated by the Secretary of State and shall be signed by the corporation’s president, secretary, treasurer or other proper officer duly authorized so to act, or by any of its directors, or by any incorporator in the event its board of directors shall not have been elected

A session ID is assigned if you wish to continue filing your annual report at a later time. You may save your session by selecting “Save Session and Exit” at anytime during your filing. Once a Session ID is saved, both Session ID and file number are needed to sign on to this session again. The Session ID will be valid for a time period of two weeks. When a Session ID is saved, the Annual Report is not considered filed. The Annual Report is considered filed once you select the “Submit Filing” button and the payment is received. An acknowledgement copy is then able to be viewed immediately or you may have a copy emailed to you.

Title 8 Chapter 5 § 502 (c) states that a penalty of $200.00 is assessed for failure to file the Annual Franchise Tax report by March 1st. Title 8 Chapter 5 § 504 (c) states if the tax of any corporation remains unpaid after the due dates established by this section, the tax shall bear interest at the rate of 1.5 percent for each month or portion thereof until fully paid.

Please complete the Refund Request Form, have it signed by the authorized person listed on the Annual Franchise Tax Report and mail the refund request to: Division of Corporations – 401 Federal Street – Suite 4 – Dover, DE 19901; Attention: Franchise Tax or email DOSDOC_FTaxRefunds@delaware.gov

Pursuant to Title 8 Chapter 5 Subsection 503 (c) 1 the entity had a class or series of stock listed on a national securities exchange and 2 reported in its financial statements prepared in accordance with United States GAAP or IFRS and included in its most recent annual report filed with the United States Securities and Exchange Commission or any similar agency outside the United States with responsibility for enforcing securities laws or serving as a public repository for the corporation’s financial disclosures, both of the following: a.consolidated annual gross revenues equal to or greater than $750,000,000 or consolidated assets equal to or greater than $750,000,000; and b.consolidated annual gross revenues not less than $250,000,000 and consolidated assets not less than $250,000,000; .

No, if it has been identified as a Large Corporate Filer the Taxes cannot be recalculated, it is a flat fee. However, pro-rations apply when terminating existence.

If the company no longer qualifies as a Large Corporate Filer and we have not updated the record, please contact our office for instructions on what is required to update our records.

Unfortunately no, but you may contact our office at (302) 739-3073 and request UCC information. You may also contact a UCC Authorized Searcher for UCC information.

Trademark shall mean any word, name, symbol, device, or any combination thereof adopted and used by a person to identify goods made or sold by that person, and to distinguish them from goods made or sold by others.

Service Mark shall mean a mark used in the sale or advertising of services to identify the services of one person and distinguish them from the services of others.

The cost is $35 per registration application.

The cost is $35 per renewal application.

The cost is $35 per assignment.

Plain copies of Trademark and Service Mark registrations, renewals or assignments are $5 for the first page, and $1 for each additional page.  Certified copies of Trademark and Service Mark registrations, renewals or assignments are $20 for the certification and $1 per page for the copy of the document.

Trademarks and/or Service Marks are good for a period of 10 years from the time of the original registration.

Trademarks and/or Service Marks can be renewed every 10 years by submitting a renewal application on or before the 10 year period has expired.

Trademarks and Service Marks may be filed on a state or federal level. Delaware trademark and service mark registrations are for the State of Delaware only. For further information on how to file with the State of Delaware, please visit https://corp.delaware.gov/trademark.  Federal registrations are done through the U.S. Patent and Trademark office.

No.  A trade name, also known as a “DBA” or fictitious name, is a name an owner uses to identify their business and is filed with the Office of the Prothonotary in the county of which your registered agent resides. A Trademark is used to identify a good or service a business provides.

No.  The Delaware Division of Corporations does not offer this service.

No.  The Division of Corporations does not search the federal register and cannot guarantee availability of marks.

Information on the Corporate Transparency Act can be found here.

DBA’s or Doing Business As.. names are registered in the Prothonotary’s office in the county in which you are doing business. You may download the required form from the Delaware Courts website at https://courts.delaware.gov/forms/.

• New Castle County – (302) 255-0800
• Kent County – (302) 739-3184
• Sussex County – (302) 855-7055

A FEIN number is issued by the Internal Revenue Service. The Division of Corporations does not issue or maintain records of FEIN/EINs.  More information can be found here.

The Division of Corporations does not have information regarding old stock certificates. You can contact the Corporation itself, or the transfer agent listed on the stock certificate.

Current officers and directors for Delaware corporations can be found on the most recent annual report. Alternative entities are not required to list members and/or managers.

This information is not on file with the Division of Corporations. That information is maintained by the corporation itself.

Failure to formally close the entity will result in penalty and interest charges.