Delaware C Corp Formation

Delaware C Corporation Formation

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Steven S.

Steven Stark

266 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Richard G.

Richard Gora

155 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Joshua G.

Joshua Garber

193 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Drew S.

Drew Stokesbary

26 reviews
Drew Stokesbary is a corporate lawyer that primarily specializes in providing legal assistance to startup companies. He has been licensed to practice law in Washington for the past four years. Drew received a legal degree after he graduated from the Notre Dame Law School. He specializes in legal cases related to securities and finances, as well as labor and employment law. In July 2015, Drew founded a law boutique, Stokesbary PPLC, where he now acts as a managing member.
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Joseph D.

Joseph Damiens, Jd, Llm

It can be stressful trying to plan business succession and family trusts, but Joseph Damiens does his best to help alleviate the strain. Licensed in Mississippi, Joseph Damiens aids veterans in claiming their pensions, which many are entitled to. Veteran pensions can be used towards in-home nursing care and general medical expenses for the veteran and their spouse.
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Timothy O.

Timothy O'shea

Timothy is a former Corporate Partner of Chambers & Partners, a national U.S. firm. He was the legal and business adviser to many firms - Private Equity firm, Multi-Family Office and an international Wealth Management firm. With over 24 years of experience in the legal world - he is equipped in Contracts, Drafting, Negotiating and Transactions. He graduated Cum Laude from Duke University School of Law.
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Michael O.

Michael Okayo

Michael is a corporate and commercial attorney with over 11 years of experience. He started his career in commercial litigation but has transitioned to corporate finance an... read more
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John G.

John Graves

2 reviews
John has been a licensed Attorney for over 13 years and now owns his own law practice, he also serves as a Special Municipal Judge. Because of his vast experience, he is capable of providing strategic, efficient legal and business counsel. His main focus area is General Practice but he also handles legal matters in Bankruptcy, Business, Transactions, Outside Counsel, Compliance, Real Estate and Meditation. He attended the University of Oklahoma College of Law in 2003 and graduated with his J.D.
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Victor E.

Victor Elgohary

A former CPA with over 20 years of legal and valuation experience, Victor Elgohary is a genuine financial professional helping executives and investors to make sound investment and financial decisions, negotiate transactions, and navigate litigation and bankruptcy cases when needed. Elgohary has also ran several investment start-ups and a successful venture fund, giving him even more insight.
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Vassili  T.

Vassili Touline

2 reviews
Vassili Touline is an attorney at law with more than eight years of experience. He is licensed to practice law in multiple states, including Ohio and New York. Vassili obtained his legal degree from the Case Western Reserve University School of Law. He specializes in dealing with legal matters that involve real estate law. Vassili is also experienced in negotiating, reviewing and drafting commercial contracts. He has been serving as a counselor at Stansbury Weaver since September 2017.
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Why use UpCounsel to form your C Corporation in Delaware?

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Why use UpCounsel to form an C Corporation in Delaware

Starting an C Corporation in Delaware with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our C Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an C Corporation.

When forming an C Corporation in Delaware with UpCounsel, the attorney you choose to help you will conduct a business name search for your Delaware C Corporation and assist you in preparing your C Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Certificate of Formation have been prepared and successfully filed with the Delaware Division of Corporations, your Delaware C Corporation has been formed and begins its existence as a corporate entity.

Choosing a Company Name for Your C Corporation

One of the first steps in the process of forming your C Corporation is to choose your business name.

The business name that you choose must contain the words "Incorporated" or "Inc."

It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign C Corporation reserved or registered.

Your C Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Delaware S Corp before filing to see which names are available. Once you have chosen an available name, your chosen C Corporation attorney can help you properly register your name with the State of Delaware.

Requirements for Forming a Delaware C Corporation

Articles of Incorporation: hen forming an LLC in Delaware, the Certificate of Formation must be filed with the Delaware Division of Corporations. Delaware state law requires that certain information be included in your Certificate of Formation when forming your Delaware LLC.

This information must include:

  1. The C-Corp's name
  2. Authorized entity's name and signature
  3. The name and address of the initial registered agent for service of process on the C Corporation
  4. Date when C Corporation effective, if other than date filed.

Additionally, a Delaware C Corporation formation generally requires inclusion and/or consideration of the following:

Additionally, a Delaware C Corporation formation generally requires inclusion and/or consideration of the following:

C Corporation Operating Agreement: Although the C Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every C Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. Delaware recognizes operating agreements as governing documents.

Membership: A C Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the C Corporation directly from the C Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the C Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the C-Corp's operating agreement.

Business Licenses: Business licenses and/or permits are required for most C-Corp's offering specific professional services. Contact the Delaware State Corporations Commission for specific licenses.

Resident Agent needed for a Delaware C Corporation

UpCounsel attorneys can also provide your business with a registered agent in Delaware. Every Delaware C Corporation must have a registered agent in Delaware, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The registered agent must have a permanent address in Delaware and be authorized to do business in the state. If the C Corporation itself is located in Delaware, it can act as its own registered agent.

Delaware Secretary of State

Once you create an C Corporation in Delaware, the Delaware Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Delaware Secretary of State.

Recurring Responsibilities and Duties for Delaware C Corporations

Annual Report: Each C Corporation shall provide an annual report to the Delaware Secretary of State regarding its financial condition to each of its members.

Records: Each Delaware company must keep the following records open to inspection at its office:

  1. A current list of the full name and last known business or residence address of each member and of each holder of an economic interest in the C Corporation company set forth in alphabetical order, together with the contribution and the share in profits and losses of each member and holder of an economic interest.
  2. If the C Corporation is manager-managed, you will need a current list including the full name and business or residence address of each manager.
  3. A copy of the Certificate of Formation and all amendments thereto, together with any powers of attorney pursuant to which the Certificate of Formation or any amendments thereto were executed.
  4. Copies of the C-Corp's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years
  5. A copy of the C-Corp's Operating Agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.
  6. Copies of the C-Corp's financial statements, if any, for the six most recent fiscal years.
  7. The books and records of internal affairs as they relate to the C Corporation for at least the current and past four fiscal years.

Filing Fees for a Delaware C Corporation

Filings must be made with the Delaware Division of Corporations in which the C Corporation was organized, along with the appropriate state filing fee. The filing fee for the Certificate of Formation is $90. This fee can be subject to change, so make sure to keep yourself updated on the latest fee requirements on the Delaware Division of Corporations website.

Taxes for a Delaware C Corporation

Delaware C Corporation shareholders do not report any of the business income and expense on their individual tax return. The corporation files tax returns and pays its income taxes (at generally lower tax rates than would individuals) while the individual shareholders report and pay personal income taxes only on monies paid them by the corporation.

It should be noted that shareholders are required to pay personal income taxes on income from dividends paid by a C Corporation even though income taxes have previously been paid by the corporation. This leads to what is commonly referred to as "double taxation".

Delaware state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a C Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: For federal income tax purposes, a C- Corp is recognized as a separate taxpaying entity. A corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.

Delaware State Income Tax: All Delaware C Corporations must file an annual report and pay a franchise tax along with it. The minimum franchise tax is $75 with a maximum tax of $180,000. Corporations owing $5,000 or more pay estimated taxes in quarterly installments with 40% due June 1; 20% due by September 1; 20% due by December 1; and the remainder due March 1.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a C Corporation An EIN is similar to an individual's social security number. You will need an EIN for your C Corporation as long as there is one member, even if the C Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

Start Your Business Off Right with an Affordable C Corporation Attorney in Delaware

Start Your Company Off Right with Affordable C Corporation Attorneys in Delaware

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