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# 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.](https://easyfiling.com/services/us-company-formation/)