The Delaware Secretary of State

By Michael Kupfer Monday, November 19, 2018
DE SOSYou know that the federal government has a Secretary of State, but did you know that every state in the union has its own Department of State? In Delaware, the Secretary of State is the office responsible for overseeing the Delaware Division of Corporations. Delaware is a small state, but the business of  Delaware Incorporations and LLCs is big. The Secretary of State has the important job of overseeing the office that manages all things related to Delaware’s claim to fame—Delaware incorporation and LLC formation.
 

What does the Delaware Secretary of State do?

The Delaware Secretary of State, who leads the Delaware Department of State is appointed by the state’s Governor and is typically one of the Governor’s top advisors. The office of the secretary and the department he or she leads is located in Delaware’s capital, Dover.
 
To quote the state of Delaware’s website, “the Secretary of State oversees an extremely diverse department with responsibilities in virtually every aspect of state government: economic development, finance, transportation, housing, education, culture and quality-of-life issues.” 
 
The Department of State’s Mission is to:
  • Promote Delaware’s economy and generate state revenue;
  • Manage and facilitate citizen access to governmental, educational and recreational information;
  • Preserve and promote Delaware history, art and culture;
  • Assist and provide direct services to Delaware veterans and their families;
  • Promote equal opportunity and protection for all persons;
  • Provide regulatory, licensing, investigative and consumer services to protect the public’s health, safety and economic welfare; and
  • Administer the State’s public and merit employment relations laws and government ethics laws.
    [Source: https://sos.delaware.gov/department-state-responsibilities/]
 

Delaware Division of Corporations

Because the state of Delaware relies heavily on business formations and related services as a source of revenue, an important aspect of the Delaware SOS role involves oversight and promotion of the state’s business-friendly corporate law structure, tax advantages and other benefits. To better serve this purpose, the Department of State oversees the Delaware Division of Corporations, which is specifically tasked with facilitating Delaware incorporation and LLC formation, business name reservations and various other needs of new and existing businesses.
 
Harvard Business Services, Inc., a Delaware Registered Agent, works directly with the Secretary of State and Division of Corporations to make business filings, annual Franchise Tax payments and other common transactions extremely efficient. 
 
The DE Division of Corporations operates on much longer hours than its counterparts in other states. Requests are processed until midnight Monday through Thursday and until 10:30pm on Friday. In addition, private companies offering business formation services, such as Harvard, are able to transmit such requests electronically, reducing the turnaround time an individual may experience by attempting to file paperwork directly with the state.
 

What information does the Delaware Secretary of State keep on Corporations and LLCs?

Delaware is known for providing privacy to companies formed in the state. However, there is an important difference between Corporations and LLCs in terms of what the SOS keeps on public record.
 
While both types of business can be created though a Delaware Registered Agent without a disclosure of individual names of officers, directors, or shareholders, Corporations are required to file an annual report each year that does include the names of each of those parties. LLCs, on the other hand, pay only a flat Franchise Tax as their annual report without any other required information. 
 
 

What else does the Delaware Secretary of State oversee?

In addition to the responsibilities described above, the Delaware SOS also oversees a number of other services and agencies, such as Public Archives, Historical & Cultural Affairs and Veterans Affairs.
 
One way in which the Delaware Secretary of State differs from the role in other states is that it does not oversee elections in the state. This responsibility is assigned to the Delaware Department of Elections, a separate entity under the state government.
 
Here is a partial list of divisions under the Secretary of State:
  • Archives
  • Arts
  • Banking
  • Corporations
  • Heritage Commission
  • Historical & Cultural Affairs
  • Human Relations Commission
  • Libraries
  • Merit Employee Relations Board
  • Notaries
  • Pardons
  • Professional Regulation
  • Public Advocate
  • Public Employment Relations Board
  • Public Service Commission
  • Small Business
  • Veterans Affairs
    [Source: https://sos.delaware.gov/divisions/]
Disclaimer

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.

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