How do I form a Delaware corporation?
FormationDelawareGovernance
A Delaware corporation exists the moment the Division of Corporations accepts a certificate of incorporation, a one-page document naming the company, its registered agent in Delaware, the shares it is authorized to issue and their par value, the incorporator, and a few standard provisions protecting directors. The state charges a filing fee that starts at $109 on its August 2026 fee schedule for a company with a customary share structure and rises with the number and par value of authorized shares, plus optional fees to process the filing the same day or within 24 hours. That filing is the legal act. Everything that makes the company usable comes after it.
Before you file
Check the name on Delaware's entity search; it has to be distinguishable from every existing Delaware entity and must include a corporate ending such as Inc., Corp. or Corporation. Appoint a registered agent with a Delaware street address, since almost no founder has one. Decide the authorized shares, customarily 10,000,000 common at $0.0001 par, and who the incorporator is, which can be anyone and is often the lawyer or the service filing the document. Founders do not sign the certificate; the incorporator does.
The organizational documents
On the day the certificate is stamped, the incorporator signs an action appointing the first directors and resigning. The directors then sign a written consent that adopts the bylaws, appoints the officers, approves the issuance of founder stock and the price for it, authorizes a bank account, sets the fiscal year, and approves the forms the company will use with employees and contractors. Each founder signs a restricted stock purchase agreement setting their shares, their price, their vesting and the company's right to buy back unvested shares, pays for the shares in cash or by assigning the intellectual property they built before the company existed, and signs an invention assignment covering everything they build from now on. None of this is filed anywhere. All of it goes in the minute book, and all of it is what an investor's lawyer reads first.
The first thirty days
Any founder whose stock vests files an 83(b) election with the IRS within 30 days of the stock being issued, and that deadline has no exceptions. The company applies for its EIN once the state has approved the filing, opens a bank account with the stamped certificate and the EIN letter, and registers to do business in the state where it actually operates, which is usually not Delaware. Delaware will want its franchise tax and annual report by March 1 every year, and a registered agent for as long as the company exists.
Arabella does all of this in one flow: the questionnaire sets the shares, the founders and each founder's vesting, we file the certificate and can be the registered agent, the organizational documents and 83(b) elections are signed in the app once Delaware approves the filing, and we file the EIN if you ask us to.
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Written by the lawyers who built Arabella. This is legal information, not legal advice for your situation, and reading it does not make us your lawyers. For a real dispute or a high-stakes decision, talk to a licensed attorney. More questions.