Over 60% of Fortune 500 companies and 75% of new corporations every year are incorporated in the state of Delaware due to the state’s favorable corporate treatment. Whyy.org has a good article explaining the advantages of incorporating in Delaware.
Every business and invention begins with an idea. An idea was borne of boredom, epiphany, or necessity. The idea sounds great. Significant enough to be business-worthy. Great enough that some of your co-workers want in on your rodeo.
There’s just a problem. None of you knows what it takes to set up your company. Starting up a new company is a bit more complicated than what’s shown in film and TV, with all the paperwork, legalities, and decisions based on the former.
Fortunately, document filing companies can assist you with a lot of the steps toward starting and forming a new business.
Whether you choose to form your new business online by yourself or use the assistance of a document filing service, we hope this guide can be helpful.
Step 1 – Business Name Search & Reservation
First, give it a name and file your name reservation with the state. Naming your soon-to-be business can only spur your decision forward. Backing out on the idea will be less of an option. When forming a company, you and your co-founders need to brainstorm and decide on a few things, such as your business name.
Delaware Business Entity Name Search
If you plan on using a document filing service to assist you with the formation process, here are some of the things you will need before contacting a service like ZenBusiness or Incfile, you will need to:
Come up with a name that hasn’t been used before. Feel free to check the link above.
Even if unique or derivative, that name shouldn’t sound like an existing one as the Secretary of State in your state would reject it.
Ensure that the name does not violate any State Law
Step 2 – Choose Your Entity
This is an essential part of creating your company apart from choosing a name. You can choose to be a corporation or a limited liability company, or LLC. Small companies often choose LLCs because there are plenty of benefits.
A corporation – is a legal entity that is separate from its founders or owners. The corporation, therefore, pays for its taxes. The owners will not be held liable for the company’s taxes. Corporations can pay taxes based on their profits. The company, as a whole, is responsible for its actions. However, there will be extensive record-keeping, reporting, and definition of operations. Corporations should also have a rigid structure. Plus, corporations can be recognized as international entities.
LLC – is a legal entity that also provides limited liability protection that protects the company’s owners from the company’s debts and claims in case the company tanks or runs into problems. As a pass-through entity, LLC owners are considered self-employed and subject to self-employment tax. Profits and losses will be passed through to the owners’ personal income. No corporate taxes are required. Whether you’re alone or partnered, LLC profits and losses are reported to your tax return. LLCs can also have a flexible management structure as long as it is reported when compliance is due. Lastly, the LLC entity applies to American companies only.
Delaware Division of Corporations
Step 3 – Register the Business Entity With the State
Most states require you to register with the Secretary of State’s office. Each state charges a filing fee, but the amount varies by state and business structure. Complete the state’s online application and pay the fee.
Delaware LLC Filing Fee
Domestic Profit Corporation – $89 Min. (Based on Corporate Stock)
Domestic Limited Liability Company – $90
Step 4- Appoint a Registered Agent
Every U.S. state requires businesses that register with a state as legal entities (LLCs, partnerships, corporations) to have a registered agent.
Consider Using a Document Filing Service
Each state has its own rules and requirements, but if you use a formation company like Incfile, they will do most of the leg work filing the Certificate of Formation. They will also ask for this information, so you might as well be aware of the contents.
Your business name and business type (LLC/Corporation)
Address and name of the Registered Agent. Agents with physical addresses only. Document filing services like Incfile can provide registered agent services.
Your company’s governing authority. (Who will be calling the shots, founding members or appointed managers)
Purpose of the LLC. Basically, a description of your business and its goals or mission statement. This is an optional item in case you still have to come up with one.
Organizer – the person or entity that prepared the Certificate of Formation. This could be you or your business formation company.
When you intend to launch your LLC as a legal entity.
Signature – date and signature of the organizer.
Business formation processing can be as quick as a day, a week, or can take several months. The latter is most likely without the assistance of an insider or a business formation service. If you’re in a rush, then it’s essential to hire a formation service. Many can get your business registered with the Secretary of State within 3 to 5 days for rush jobs. There’s a little added premium, of course, but it can take from two to three weeks for regular jobs.
Enough time for you to hammer things out. If you want things to be a little faster, they have an Expedited level that can get your business registered in a short 6 to 8 business days. The term for getting your business confirmed by the Secretary of State is “filing for evidence.”
However, each state’s Secretary of State still has the last say whether the business is confirmed or not. The business name could even be rejected for some reason despite passing the criteria. You will then would have to come up with a new name and re-file the application. ZenBusiness will ask for three alternate business names during sign-up, which should mitigate such a scenario.
Step 5 – Write Up Agreements
Corporation – Bylaws
LLC – LLC Operating Agreement
Operating Agreement With Important Guidelines
A business requires a document known as an Operating Agreement that describes its purpose, how the company will grow, and how it’s funded. If you need to start the business right away and put this document on hold, your company guidelines will default to the standard rules of the state. The operating agreement should detail the following:
Growth – the purpose of the company and plans for future growth
Ownership – details a succession plan in case of ownership change
Protection – regulations designed to protect or separate owners’ personal assets from the LLC
Funding – details on how investment funds will be used, which will aid in interacting with investors.
Step 6 – Getting the Employer Identification Number or EIN
The IRS then assigns your business a nine-digit code known as the Tax Identification Number or Employer Identification Number (EIN), which banks require to open an account, hire employees, and limit liability. This EIN will also help you tell the business and personal transactions apart.
Additional EIN Details:
An EIN is required if your company will be hiring employees. The IRS uses company EINs for payroll tax remittances and taxes on 401k plans.
Your EIN shields your SSN from identity theft. You’ll be giving out your EIN to suppliers, lenders, and customers instead.
Should your company suffer litigation, your business becomes a separate entity, and your personal finances will not be affected, hence limited liability.
As mentioned above, your EIN will enable banks and other entities to treat your business and personal finances separately.
Speaking of banks, your company cannot start an account without an EIN.
Step 7 – Open a Business Bank Account
Keeping your personal and company money separate is one of the main points of having an LLC. Banks will not recognize your company without a separate account, and it will protect both you and your company. Your finances will also be better organized, so it’ll be easier to track and review by you and concerned agencies. Your choice of the bank will gladly help you after showing your EIN and Certificate of Formation.
Having a prepared business plan may also be needed. If you plan to seek financing for the business, most banks and loan companies will want you to provide a business plan.
Step 8 – Business Permits
Your EIN and Certificate of Formation are just meant to recognize your company but are not licensed to run the business in a particular state or anywhere. Depending on your type of business, you’ll need business permits such as city, county, state, federal, sanitary, or environmental. Some business formation companies such as ZenBusiness have it as an added service.
Step 9 – Compliance
All LLCs are required to keep tabs with the state they’re registered in. This is a process known as Compliance, which is an all-important activity if you wish to continue conducting business within the strict laws of each state. Failing compliance means that your company can have poor standing with the state, and costly fees and penalties could be involved. What’s worse is that the state could revoke your right to do business.
Some states require more than others, while some states do not require much. For example, while other states require several annual reports, some only require an Annual Tax Franchise Report filed with the state CPA (Comptroller of Public Accounts). All taxable entities doing business in the state may be required to pay and report a Franchise Tax, a percentage of the business’s annual income. These reports have deadlines, and those who are late can suffer poor standing and penalties $ for a late submission.
ZenBusiness offers a compliance feature called “Worry-Free Guarantee.” This benefit is an add-on feature but is already included in both their Pro and Premium plans. It makes sure that you and your business are on time and top of any ongoing compliance issues, paperwork, requirements, and deadlines.
Step 10 – Let’s Get Started
Choose a cool business name.
Choose your business entity. The best choice for startups is to become an LLC.
Find a Registered Agent.
Register with your state’s Secretary of State.
Claiming your EIN
Getting a company bank account
Draft your company’s Operating Agreement
Get the necessary business permits
Disclaimer – This website does not provide tax or legal advice. It is for general informational purposes only. The business formation services mentioned on our website are Document Filing Services and CANNOT provide you with legal or financial advice. If you need legal or tax advice, please consult with a competent attorney and/or accountant. Features, pricing, and service options on our website are subject to change without notice.