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  • Ran Bi

How to Form a Delaware C Corp

Forming a Delaware C Corp:

  1. Choose a Corporate Name: Searching the Delaware Secretary of State business name database, https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx

  2. Appoint a Registered Agent

  3. Prepare Certificate of Incorporation

  4. File Certificate of Incorporation: Submit certificate online, https://corp.delaware.gov/document-upload-service-information/

  5. Prepare Corporate Bylaws

  6. Appoint Directors and Hold Board Meeting: The incorporator must fill in an “Incorporator’s Statement” showing the names and addresses of the initial directors. The first meeting of the corporation's board of directors should be held at which the directors can appoint corporate officers, adopt bylaws, select a corporate bank, authorize the issuance of shares of stock, set the corporation's fiscal year, and adopt an official stock certificate form and corporate seal. The directors' actions must be recorded in corporate minutes prepared by the incorporator or any of the directors and approved by the board of directors.

  7. Issue Stock: Issue stock to each shareholder in return for their capital contributions of cash, property, services, or all three. Enter each shareholder's name and contact information in the corporation’s stock transfer ledger.

  8. Obtain EIN (Federal Employment Identification number): Apply online, https://www.irs.gov/businesses/small-businesses-self-employed/employer-id-numbers

  9. Register as a foreign company doing business in New York (if doing business in New York): File a New York Application for Authority with the New York Department of State, Division of Corporations

** This blog provides general information for educational purposes only. It is not intended to constitute specific legal advice and does not create an attorney-client relationship.

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