How to Incorporate a Delaware C Corporation: Step-by-Step Guide

Incorporating a Delaware C Corporation involves several key steps. This guide walks you through the entire process — from filing your certificate to maintaining proper corporate records.

Step 1: File Certificate of Incorporation

Submit your Certificate of Incorporation to the Delaware Secretary of State. Your chosen company name must:

• Be available (not already registered in Delaware)
• Include a corporate suffix: Corp., Inc., Corporation, or Incorporated
• Exclude restricted words (Bank, Trust, University, Insurance) without state approval
• Not be misleading, obscene, or discriminatory

Once filed and approved, your corporation is officially formed.

Step 2: Draft Corporate Bylaws

Corporate bylaws are the internal rules governing how your company operates. Key sections include:

1. Name and Purpose — The corporation's name and primary business purpose
2. Principal Office — Address of the main corporate office
3. Shareholders — Meeting procedures, voting rights, and quorum requirements
4. Board of Directors — Number, election, terms, duties, and meeting procedures
5. Officers — Titles, duties, and election of CEO, CFO, Secretary, etc.
6. Shares — Classes of stock, issuance, and transfer procedures
7. Indemnification — Protection for directors and officers against personal liability
8. Amendments — Procedures for amending the bylaws

Step 3: Hold Your Initial Board Meeting

Conduct the first board meeting to formally:

1. Adopt bylaws — Approve the corporate bylaws
2. Appoint officers — Elect the initial CEO, CFO, and Secretary
3. Approve share issuance — Authorize issuing shares to founders and investors

Keep written minutes of this meeting in your corporate records.

Step 4: Issue Founder Shares

Prepare the following documents for each founder:

• Stock Purchase Agreement — Terms of the stock purchase for each shareholder
• Stock Certificates — Physical or electronic certificates representing share ownership
• Stock Ledger — A record of all issued shares, shareholder names, and quantities

Typical startup share allocation (10,000,000 authorized shares):

• ~8,000,000 shares issued to founders
• ~1,000,000 shares reserved in a stock plan for employees/advisors
• ~1,000,000 shares left unissued for future use

How to pay for shares: The most common practice is for each founder to write a check to the company on the same day as the Stock Purchase Agreement. A copy of the check is kept in company records, then deposited once the bank account is open.

Step 5: File Section 83(b) Election (If Applicable)

If you have unvested shares, file an 83(b) election with the IRS within 30 days of the share issuance. This allows you to be taxed at the lower current value of shares rather than their (potentially much higher) value when they vest.

See our separate guide: Section 83(b) Election: What It Is and How to File

Step 6: Draft a Shareholder Agreement

The shareholder agreement governs the relationship between shareholders. It should include:

1. Rights and obligations of shareholders
2. Transfer restrictions on shares
3. Voting arrangements and procedures
4. Exit strategy — buyouts, mergers, dissolution procedures

Step 7: Maintain Corporate Records

Ongoing corporate recordkeeping is required:

• Board and shareholder meeting minutes — Keep written records of all meetings
• Stock ledger — Maintain an up-to-date record of all share issuances and transfers
• State filings — Keep Delaware annual reports and franchise tax payments current (due by March 1 each year)

Frequently Asked Questions

What is the minimum I need to do to open a bank account?

Most banks require a board resolution and appointed officers. Complete steps 1–3 above before opening your account.

What if I already have an LLC?

You may be able to convert your LLC to a C-Corporation. Due to the complexity, we recommend consulting an attorney. Alternatively, you can incorporate a new C-Corporation and leave the LLC inactive.

Need help? EasyFiling handles Delaware C Corporation formation fully online. Get started here.

Updated on: 21/02/2026