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A Delaware Certificate of Incorporation is the foundation upon which a Delaware corporation is built.
Until you receive the approved Certificate of Incorporation back from the Delaware Division of Corporations, you do not yet have a valid Delaware company.
The state of Delaware requires very little information to be made public in order to form a corporation; the Certificate of Incorporation only requires a few pieces of information.
In Delaware, your officers/Directors and shareholders are not usually listed on the Certificate of Incorporation. The preparation, execution and filing of the Delaware Certificate of Incorporation is handled by an incorporator.
An incorporator is an individual or company that forms a corporation on behalf of the corporation's Board of Directors by filing the Certificate of Incorporation with the Delaware Division of Corporations.
The incorporator then names the initial Directors of the corporation until the successors are elected (and qualified internally) within the company. The powers of the incorporator are then terminated, and the incorporator shall no longer be considered a part of the corporation.
We are the incorporator, on behalf of all our clients, for the companies we file. The Delaware Certificate of Incorporation is signed by Richard H. Bell, II, as president of Harvard Business Services, Inc.
The powers of the incorporator are limited to executing the filing of the document with the Division of Corporations. Once the document is filed, the incorporator releases the company to the initial Directors.
No information about the officers or Directors is required to be filed publicly in Delaware in the formation process. It is a nice feature of Delaware; this way, should an officer or Director change, the company is not obliged to file amendments with the Division of Corporations to update that information.
Instead, the change is recorded internally, which allows the business owners to focus on the operation of the corporation rather than tedious paperwork. All Delaware corporations are required to file an annual report each year on or before March 1, naming the Directors and officers.
We are here to assist you if you have any questions or concerns about the company formation process and/or the Delaware Certificate of Incorporation.
To file a new company Delaware LLC or corporation now, visit our easy-to-use order form. You can also call us anytime between the hours of 9 AM and 5 PM, Monday through Friday, at 1-800-345-2677.
THE AUTHOR OF THIS BLOG ARTICLE IS NOT A LAWYER AND HARVARD BUSINESS SERVICES, INC. IS NOT A LAW FIRM. THE ARTICLE ABOVE IS NOT INTENDED AS LEGAL ADVICE AND SHOULD NOT BE TAKEN AS LEGAL ADVICE. THIS SHORT ARTICLE IS STRICTLY TO MENTION SOME ASPECTS OF DELAWARE’S CORPORATION LAWS AND/OR LAWS RELATING TO OTHER FORMS OF ENTITIES WHICH YOU MAY NOT BE FAMILIAR WITH. WE RECOMMEND THAT YOU CONSULT WITH A LAWYER BEFORE FORMULATING A STRATEGY WHICH WILL BE SUITABLE FOR YOUR SPECIFIC CASE.
There are 3 comments left for Delaware Certificate of Incorporationthomas voigt said: Thursday, September 13, 2018
for purposes of a tax return: Who would be the shareholders of a newly formed Delaware corporation, when no shares have been distributed yet. The director? Nobody?HBS Staff replied: Friday, September 14, 2018
When it comes to tax-related issues, we recommend clients consult with a tax professional and/or an attorney for specific questions such as these, just to be on the safe side, as there are many variables involved.Sijin said: Tuesday, June 27, 2017
Hi, I wanted to know if we will receive our SSN and EIN numbers if we register through YOu ? W I am not a US citizen but I need to submit a W9 form to one of my client. Will it be possible to get that done ?HBS Staff replied: Thursday, July 6, 2017
We offer an EIN service for Delaware companies and can assist you with obtaining an EIN for your company.
Traditionally, clients work with a tax professional for the W9 as well as for any and all other specific tax concerns.
Feel free to call us at 1-800-345-2677 for any assistance.Sosthenes Bichanga said: Sunday, November 29, 2015
The state of Delaware is surely the home of corporations.