How to Register a Business in Delaware

Registering a US business in Delaware can help you expand your audience, hire top talent, connect with investors, and achieve other key business goals.

At Firstbase, our goal is to make US business registration simple so that you can focus on building. We’ve already incorporated US companies for 24,000+ founders in over 190 countries.

In this article, we’ll explain the benefits of Delaware incorporation, then walk you through each step of the process so you know exactly what to expect.

Ready to move forward? Click here to start your business today.

Why Delaware?

In contrast to many other countries, US incorporation occurs at the state level. This means that you aren’t registering your business with the US government — you’re registering it with the government of a particular state.

While you can create an LLC or C-Corp in any US state, different states have different rules about taxes, compliance, privacy, and more.

Delaware is the gold standard for C-Corps, with strong corporate law and investor interest. More than two-thirds of all Fortune 500 companies are headquartered in Delaware.

On the other hand, Wyoming is a strong choice due to its low fees, robust privacy protections, and lack of state income tax. In particular, we recommend Wyoming as the best option for LLCs. You can learn more about incorporating in Wyoming here.

Of course, you can register a US business in any state you wish, but you may find that a Delaware C Corp or Wyoming LLC is the best way to achieve your business goals.

Step 1: Understand US Business Requirements and Benefits

First, you need to know the registration requirements for US businesses.

Registered Agent

Your registered agent will serve as the official point of contact for your business. If you’re facing a lawsuit, for example, notice of process will be delivered directly to your registered agent (not your company’s office).

Registered agents can be either individuals or other businesses, but they must be located in the state where your company is incorporated. Additionally, they need to be available during business hours so that documents can be delivered when needed.

If you’re wondering how to find a registered agent for your LLC or C-Corp, we offer comprehensive registered agent and business compliance services in all 50 states. Learn more about Firstbase Agent here.

You should also understand the advantages of business registration so that you can make an informed decision. While incorporation can be a big step forward, it isn't necessarily the right choice for every situation.

To make things easier, we've developed some resources covering the key elements that founders should be aware of before incorporating a US business in Delaware (or any other state). Check these out if you need more info:

If you still have questions, feel free to start a chat with us by clicking the button in the lower-right corner. We're here to help you achieve your business goals!

After you've done your research and gathered all the necessary information, you're one step closer to registering your business in Delaware.

Step 2: Choose a Business Structure

Next, you’ll need to select a business structure for your Delaware business. This choice will impact taxes, compliance obligations, and other key aspects of your operations.

While there are several possible business structures, the most common options are limited liability companies (LLCs) and C-Corps. Let’s take a closer look at the differences between these two entity types.

Limited Liability Company (LLC)

At the most basic level, LLCs are intended to provide liability protection for small businesses.

When you incorporate an LLC, you separate your personal assets and liabilities from those of the business. This means that you won’t be personally responsible if the company is sued, goes bankrupt, or faces any other liabilities.

LLCs are considered pass-through entities, which means that they don’t pay any tax on income. Instead, the income passes directly to the LLC’s members, who pay taxes on their share as personal income.

The main limitation of LLCs is that they can't issue stock. If you're planning to offer equity to investors, employees, advisors, or other stakeholders, you'll need to go with a C-Corp.

C-Corporation

On the other hand, the C-Corp structure is designed for larger companies. C-Corps are managed by a board of directors, while ownership is distributed through equity (stock). Unlike LLCs, C-Corps separate ownership and management.

With that in mind, the LLC structure is generally sufficient for people who are simply planning to operate a small business. You should consider a C-Corp if you want to issue stock to investors, employees, or other stakeholders.

A corporation is a separate legal entity from its owners, which means it can enter into contracts, sue or be sued, and issue stock to raise capital. It also means that they have to pay corporate taxes on their profits.

Remember, the business structure you select will have a significant effect on your business. While you can switch from one to the other later on, this is a complicated and time-consuming process. It’s better to choose the right one when you first register your business.

Not sure which structure is right for you? Take our LLC vs. C-Corp Quiz for a personalized recommendation.

Step 3: Register Your Business

Now that you’ve decided on a business type, you can move forward and incorporate your new company.

Of course, we recommend registering your US business through Firstbase since we'll handle the legwork for you.

Here are the main steps you'll need to complete if you decide to go it alone:

Choose a business name: Select a memorable name for your business that complies with relevant regulations. Note that you won't be able to use a name that's too similar to an existing Delaware business. There are also restrictions on words like “university” and “bank.” Use our name search tool to quickly check business name availability.
File the registration forms: Complete the organizational documents and submit your filing to the Delaware government. These forms require information about your business, its owners, and its intended activities. Pay attention to accuracy and completeness while filling out the forms.
Pay the required fees: Registration fees vary depending on the entity type. Make sure to check the fee schedule and submit the payment along with your registration forms.
Wait for approval: Now, all that's left is to wait for your application to be processed by the Delaware government! You may be asked to revise and resubmit if there are any issues with your filing, so be careful to get it right the first time around.

If your application is approved, you’ll end up with a legal Delaware business entity. Note that Delaware registration typically takes a total of about 25 business days.

Working with Firstbase will ensure a smooth registration process and remove the headache of US incorporation.

Step 4: Obtain an Employer Identification Number (EIN)

The IRS uses Employer Identification Numbers (EINs) to identify your business for tax purposes. Since EINs are issued by the IRS and not the Delaware government, you’ll need to submit this application separately.

Note that you can only file for an EIN after you’ve already registered your LLC or C-Corp. We'll apply for an EIN on your behalf if you choose to incorporate with Firstbase.

It's important to note that expedited EIN filing is only available to applicants with an SSN (Social Security Number) or ITIN (Individual Taxpayer Identification Number). If you don’t have an ITIN, you can apply for one here — Firstbase users get an exclusive $50 off!

Once you have your ITIN, you can apply for an EIN online through the IRS website. The application process is free and typically takes less than an hour to complete.

Your EIN is not only necessary for tax purposes, but also for opening a business bank account and hiring employees. Make sure to apply as soon as possible after registering your company.

Step 5: Stay Compliant

US businesses need to comply with federal, state, and local regulations in order to remain in good standing and continue operating.

While we can’t cover every possible compliance concern, we’ll walk you through the most common ones below. Take a look at our ongoing compliance requirements guide to get an idea of your obligations as a US business owner.

1. Obtain Necessary Permits and Licenses

Depending on the nature of your business, you may need to obtain specific permits and licenses from the Delaware government. These permits and licenses ensure that you are operating legally and in compliance with local regulations.

Make sure to check with your state's licensing board or department to determine which permits and licenses are required for your particular industry.

2. Register for State Taxes

Just like with federal taxes, you will also need to register for state taxes. While Delaware has no income tax, there are other taxes to consider such as sales and payroll tax.

Payroll taxes are deducted from your employees’ paychecks. You’ll need to set up payroll-compliant accounts to make sure the right amount is deducted.

We offer payroll tax registration in all 50 US states. Registering for state taxes will ensure that you remain in compliance and avoid any penalties or fines.

3. Comply with Employment Laws

Finally, you’ll need to meet your obligations under US and Delaware employment law.

Businesses generally need to obtain workers' compensation insurance, pay unemployment insurance taxes, and adhere to minimum wage and overtime laws. Under the Affordable Care Act, you will also have to offer healthcare to your team if you reach 50 full-time employees (or equivalents).

It's important to familiarize yourself with federal and state employment regulations to ensure that you are treating your employees fairly and legally. By doing your due diligence and staying compliant with state regulations, you are setting yourself up for long-term success. It’s always easier to proactively fulfill your obligations instead of responding after something goes wrong.

Final Thoughts

Whether you’re looking to connect with investors, sell to American customers, open a US bank account, or simply protect yourself from liability, there are plenty of reasons to consider incorporating a US business. Delaware is one of the best states for incorporation, particularly when it comes to C Corps.

This guide should help you move forward as you set up your Delaware business. Click below to start your incorporation today, or hit the chat icon in the lower-right corner to get in touch with our team. We can't wait to see what you achieve with Firstbase!