Limited Liability Companies and Corporations in Delaware
Delaware Intercorp, Inc is the Number 1 Ranked Delaware Incorporator, according to the 2007 Delaware Business Ledger Book of Lists. Delaware Intercorp charges NO FEE for the incorporation of your company if we act as your registered agent. Delaware Intercorp is a registered agent for Delaware Corporations and Limited Liability Companies. Call Us Toll Free: 888.324.1817 International: (1) 302.266.9367 Fax: 302.266.9940
Articles of Incorporation
To incorporate in Delaware, or to form a limited liability company, a certificate of incorporation (for a corporation), or a certificate of formation (for a limited liability company) needs to be filed with the Division of Corporations of the State of Delaware, along with the appropriate fees. The corporation’s by-laws or limited liability company’s membership operating agreement are not needed for the initial formation process when filing these articles of incorporation.
If you order online, the information you provide us will be sufficient for us to generate the certificates on your behalf. If you are uncomfortable with ordering over the internet, you can use our online ordering forms to gather the necessary information, and then fax or mail your order to us.
A link to a sample certificate is included for each business structure listed in the table below. Another link for each leads you to a page where there is more information about the first three organization types, and links from that page to online ordering. The forms we use are substantially the same as those supplied by the State of Delaware as templates. You should seek competent legal counsel before signing and submitting any official documents.
Form a Stock Corporation
This is what most people think of when they think of a company such as Exxon, or Dupont, or General Motors. The Stock Corporation can make public offerings and its stock is freely transferable. The shareholders elect directors, and the directors vote for officers. View sample articles of incorporation. Or order a Stock Corporation online.
Form a Close Corporation:
A Delaware Close Corporation can have no more than thirty shareholders and is eligible to elect “S” Corporation status with IRS. The owner of the stock is limited in how he or she can dispose of shares. Close corporations, therefore cannot make public offerings. In order to make the “S” election the Close Corporation cannot have any non resident aliens as shareholders. View a sample certificate of incorporation. Or order a Close Corporation online.
Form a Limited Liability Company:
An LLC acts in many ways like an “S” Corporation but without some of the paperwork hassles. It can split earnings and ownership percentages. The I.R.S. allows treatment as a partnership or a corporation. The LLC is governed by a contract called an Operating Agreement. View a sample certificate of formation. Or order a Limited Liability Company online.
Form a Limited Partnership:
A Limited Partnership generally offers less protection of personal assets. A general partner, or partners, assumes responsibility for management, and limited partners have limited liability due to their limited role in the management of the partnership. View a sample certificate of limited partnership. Or find out more about forming a Limited Partnership:
Library of Filing Forms:
Review our forms library where forms are available for making various filings with the Delaware Secretary of State.
Internal Revenue Service information is available online at the Division of the Treasury, IRS web site. Many IRS publications are also accessible online, covering a wised variety of topics
The IRS Form download page offers past year tax forms, current forms and instructions, fax back form service and a searchable database of forms. You can download these forms in Adobe Acrobat format. The Adobe Acrobat reader is available for free download.
For a wonderful resource from the IRS, visit their “Starting a Business” page. There, they discuss different business formats, accounting methods, the start of the business year, Employer Identification Numbers, deductions, recordkeeping, and taxes other than income taxes, and include publications and forms to give you more details.
The IRS provides a nice description of the filing requirements for LLC's, S-Corporations and General Stock Corporations.
Subchapter “S” Corporation Status And Close Corporations
Close corporations are very popular for small business because of the “S” corporation election with the Internal Revenue Service. If you qualify, you can pay no tax at the corporate level. All tax liability flows through to the shareholders' personal returns. Nonresident aliens are not eligible for “S” Corp status.
The instructions for Form 2553 (pdf) and IRS Form 2553 Election by a Small Business Corp (pdf) are worth taking a look at before you decide upon a business format for your company.
Limited Liability Companies and Taxation as a Corporation or Partnership (or Sole Proprietorship)
The default tax treatment (by the IRS) of an LLC with only one member is as a sole proprietorship unless an election is made to treat it as a corporation The IRS, by default, treats all LLCs with more than one member as a partnership, unless that LLC makes an election to be treated as a corporation for tax purposes.
Tax treatment as a sole proprietorship or partnership allows for pass-through-taxation, avoiding the possiblity that you pay taxes on income once at the corporate level, and then again at the personal level. On the other hand, taxation as a corporation can allow for the possibility of income splitting, to save on taxes. The change in classification is made using Form 8832 (pdf), Entity Classification Election.
An accountant would probably be the best person to consult to see which method of tax treatment would be best for your situation.
Employer Identification Numbers
You can have Employer Identification Number (or EIN) today, by phone or over the Internet. The process of obtaining an EIN number from the IRS is very simple if you have your SSN or an Individual Taxpayer Identification Number (ITIN).
By Phone: The first step is to get a Form SS-4 (pdf) from the IRS. Once you have the filled out form in front of you, you can call the IRS at the new national Tele-Tin service (for domestic callers the number is now toll free at 866.816.2065 the number for international callers is (215) 516-6999), read the information that you have gathered to the operator. The reason you need the form filled out in advance is because they will then ask you questions from the form by number. You will be given an EIN right over the phone.
By Internet: You may use the Internet to file your form SS-4 at IRS.gov. Internet filing is even faster than the phone system since they give you what they call a provisional EIN in merely minutes. You will find that the IRS does not like punctuation marks in the name of the entity and in the address lines, but other than that the form is easy to use. The form is available as a link from the Online EIN information page. Start there for an explanation of the terms and conditions of use.
Some of the information that you will need to have to fill out the SS-4 follows:
Do not enter our address in form SS-4 unless you maintain mail forwarding services here. You can get the Form SS-4 from any IRS office. Many accountants keep them on hand too. Delaware Intercorp will provide the form with your incorporation order in case you prefer to file by fax or by mail.