Your Bank:

Opening a business bank account is highly recommended. Contact the bank, or banks, that you would consider opening an account with, and ask them what type of information they will require.

Many of them request documents which show that the company exists, such as a certified copy of the certificate of formation (or incorporation), or a certificate of good standing. The State of Delaware charges a fee for copies of these documents, and we can provide them to you with your order.

The bank will also need an EIN number for the company.

Other States Where You Will Be Conducting Business:

You must register as a foreign corporation in your local jurisdiction if you plan to do business there. The definition of “doing business” varies widely from state to state. The very general rule of doing business says if you have an office in the state, or an employee based in the state, then you are “doing business” in the state and must register as a foreign entity. As with any general rule, there are exceptions.

More information on what constitutes “doing business” can often be obtained at the office responsible for registration of domestic and foreign businesses in each state. Some states refer to this registration as filing a Certificate of Authority to conduct business in their state. Most states will require a Certificate of Good Standing from the Delaware Secretary of State. The Division of Corporations charges $30.00 ($125.00 if you need the long version) for this form.

Business Licenses, and Professional Licenses are also not uncommon requirements, and need to be applied for in the places where you will be conducting business. Different states, counties, and municipalities may all require business licenses, and you need to check with each to see if you are required to apply for a business license in all of the areas where you will be doing business. Likewise, professional, or occupational licenses, may be required in certain areas if that profession is one regulated under the laws of the jurisdiction where you will be conducting business.

You will also want to get a State Tax ID Number, and review your tax obligations under the laws of the states where you will be conducting business.

Laws governing corporations and limited liability companies vary widely from state to state. Visit our State Government and Business Resources pages, where we have gathered links to many state offices, to help you begin to find the information that you may need. Links to the business registration office, and the Division of Revenue/Taxation, for each state, as well as many other government offices, are provided.

You can also usually locate the Small Business Administration (SBA) for a state by looking through that state's government pages. The Small Business Administration can be an invaluable resource when you are first starting out in business, giving you the opportunity to talk one-on-one with someone who has been through the start-up process at least once or twice.

Other Countries Where You Will Be Conducting Business:

If you are going to be “doing business” outside of the United States, you may have to review the laws of the country, state, or province where you will be doing business, to see what is required of your company. Chances are that you will have to register as a foreign business, and file paperwork with a governmental agency.

You may need a copy of the certificate of formation (or incorporation) or a certificate of good standing, and it will probably need to be legalized, or have an apostille attached to it. We can help you with apostilles, and legalization of documents, though the prices for legalizations vary depending upon the country, or countries, and the embassies involved.

The Rules:

Delaware has many advantages as a place to incorporate, ranging from the General Corporation Law to the flexibility built into the corporate formation process.

The General Corporation Law of the State of Delaware is also available online at the Delaware Division of Corporation's web site.

If you ever do get sued by a shareholder, your case may be tried in the state where you're incorporated. Knowing the rules will help you avoid lawsuits.

United States Patent and Trademark Office:

You may want to consider a trademark search to be sure you are not stepping on somebody’s toes. There are many reputable firms that will search the US Patent and Trademark Office without the use of an expensive patent attorney. You may want to consult a trademark search specialist before registering the name of your business in Delaware.

Trademark searches typically take 4-7 days. The process of obtaining a trademark can take 18 months. The search product must still be reviewed by a person knowledgeable about trademark law to determine if you are safe to proceed. Trademark infringement may be punishable by fines totaling up to twice the income generated by the use of the mark, beware.

The State of Delaware:

Some helpful information concerning the office of the Secretary of State of Delaware:

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