Frequenty Asked Questions

  1. Do I have to live in the State of Delaware/USA to incorporate in Delaware?
  2. What does the "registered agent" do?
  3. What entity is best for me?
  4. Why Delaware?
  5. What is the cost to incorporate (LLC or Corporation)?
  6. What is needed to incorporate?
  7. How long does it take to form a Delaware company?
  8. What is the advantage to using Delaware/Yacht Registry, Ltd. over other services?
  9. Can I change my registered agent, and how do I change my company's registered agent to Delaware Registry?
  10. Will I owe tax in Delaware?
  11. What is required to open a US bank account?
  12. Do I still owe franchise tax if I haven't actually done any business?
  13. How do I report a change of my company's address?
  14. How do I change an officer(s)/director(s) of a corporation?
  15. How do I change the member(s) of a LLC?
  16. Do I have to disclose the owners?
  17. Why is my company void/forfeit?
  18. How can a void/forfeit company be returned to good standing?
  19. How do I form an "S" corporation?
  20. How do I terminate (dissolve, surrender or cancel) my business entity?
  21. How do I change the name of my company?
  22. How do I check name availability?
  23. Can you give me the contact information for a company?

Do I have to live in the State of Delaware/USA to incorporate in Delaware?

A: Delaware does not have any residency restrictions. However, even if you reside in the USA, you are required to maintain a registered address in the State of Delaware. That's actually one of the reasons why we're here! As the registered agent, our address will be the company's registered address in Delaware for legal service of process and official government mail.  Back to Top

What does the "registered agent" do?

A: The primary function of a Registered Agent is to maintain a street address and office located in Delaware and be open during normal business hours for the purpose of accepting service of process according to 8 DEL.C. § 132.

Additionally, a good registered agent will help keep you informed of annual filing requirements. We send courtesy reminders of your annual franchise tax requirements, and our friendly staff is always ready, willing, and happy to answer any questions you may have about your Delaware obligations. Delaware Registry, Ltd. charges only $155 per year for registered agent service and, in our opinion, that's well worth the peace of mind!

Delaware/Yacht Registry, Ltd. can also offer related support services, such as document filings and certificate retrievals.  Back to Top

What entity is best for me?

A: Delaware Registry, Ltd. is a registered agent and filing firm. As such, we'll be happy to make the filing at your instruction but we must leave all legal questions to a licensed attorney. We don't have any attorney's on staff - that's one of the reasons our costs are so low!

You may find your local Small Business Administration to be a valuable resource. For personalized assistance in making this decision, we recommend you consult with an attorney and/or tax professional.  Back to Top

Why Delaware?

Visit our topic page here  Back to Top

What is the cost to incorporate (LLC or Corporation)?

A: Startup costs can be as low as $375 depending upon the options you choose. And, that cost includes registered agent service for the rest of the calendar year!

We have an "a la carte" ordering system, so the total cost will depend on your personalized order. You can view the fees page here.

If you have further questions, need to create a different type of entity (eg: Limited Partnership), or would like a more detailed response, you can email our team here and we will provide a free estimate.  Back to Top

What is needed to incorporate?

In order for us to be able to help you register your company in Delaware and to serve as the registered agent, we require everything the State requires. Our online order form was designed to effectively collect all of the information needed for us to act as the incorporator/organizer and registered agent. You can find our online order forms here.

Generally speaking, we'll need to be provided with the name choice for the company, name and address of at least 1 initial director/member, whether or not you want the name(s) to appear on the Certificate of Incorporation/Formation, number of shares and par value for a corporation, and billing, correspondence, & payment information.  Back to Top

How long does it take to form a Delaware company?

A: Once we receive your order and payment, the filing is usually submitted the same working day and is effective upon filing. The filed Certificate of Formation/Incorporation will be mailed back to you in 3-5 working days.

Courier service for faster delivery is available for an additional fee.  Back to Top

What is the advantage to using Delaware/Yacht Registry, Ltd. over other services?

A: For over 30 years we have helped thousands of satisfied customers incorporate in the State of Delaware. Delaware Registry, Ltd. is registered agent for nearly 10,000 Delaware companies. We know how to prepare the paperwork efficiently and correctly.

We're also one of only a handful of registered agents with a dedicated connection to the State's database. This allows for quick filing and retrieval of State issued certificates. Many types of orders received during normal business hours are handled the same day without any expedited fees charged to the client. This a huge advantage because processing time for non-expedited filings submitted directly to the Delaware Division of Corporations by the general public can take up to 4 weeks depending on their workload!  Back to Top

Can I change my registered agent, and how do I change my company's registered agent to Delaware Registry, Ltd.?

A: Absolutely! You can change your registered agent whenever you would like to. The process is easy. The registered agent can be changed by filing a Certificate of Change of Agent with the Division of Corporations. Delaware Registry, Ltd. can help you with this process by preparing and filing the certificate.

To get started, contact us online.  Back to Top

Will I owe tax in Delaware?

A:If your entity is not operating in the State of Delaware then you will not have to pay State income taxes in

Delaware on income earned elsewhere.

This is different than the annual franchise tax which all companies registered in Delaware will owe.  Back to Top

What is required to open a US bank account?

A: This is a difficult question to answer because each bank has its own requirements. We would assume at minimum a bank would like to see the filed certificate of incorporation, EIN, and the bylaws for the corporation or Operating Agreement for LLC. Banks may also require a certificate of good standing or certified copy of your certificate of formation/incorporation. The bottom line is, only your bank can tell you what they want you to present to them.

International clients may have difficulty opening a US bank account due to restrictions in the Patriot's Act, and may even be required to physically visit the bank.  Back to Top

Do I still owe franchise tax if I haven't actually done any business?

A: Yes! The franchise tax is not an income tax. It is the registration fee paid to the State of Delaware for maintaining your entity in good standing. All companies registered with the Delaware Division of Corporations that were in existence the previous year are required to pay franchise taxes each year in accordance with the Delaware Code.  Back to Top

How do I report a change of my company's address?

A:Corporations can publicly report a change of principal place of business address when completing the annual report each year. In the case of an LLC, the business address is not collected or recorded by the State.

The communication address on record with Delaware/Yacht Registry, Ltd. for correspondence may or may not be the same as the business address. If that address has changed, we will need to be notified through the email address of record, or you can use our change of contact information form here.  Back to Top

How do I change an officer(s)/director(s) of a corporation?

A:Refer to your bylaws and the Delaware Code. You may wish to contact a legal professional for further assistance.

Officer and director changes can be publicly reported when the corporation files its annual report due each March 1st. If changing the officer/director results in a change to the contact person for communication from Delaware Registry, Ltd., then we will need to receive a change of contact request.  Back to Top

How do I change the member(s) of a LLC?

A: Generally speaking, this is a private internal matter of the LLC. Refer to you LLC operating agreement and Delaware Code. You may wish to contact a legal professional for further assistance.

Delaware law does not require LLCs to publicly report the members (or managers); thus, there is no procedure to "change" them by making a filing with the Division of Corporations, although an amendment can be filed to change information previously voluntarily reported.

If you need to change the contact person for communication from Delaware Registry, Ltd., then we will need to receive a change of contact request.  Back to Top

Do I have to disclose the owners?

A:You don't have to report that information to the Delaware Secretary of State or the registered agent, but you will have to share the initial director/member information with our firm if you'd like us to act as the incorporator/organizer to register the company.

Additionally, officer and director information for a corporation must be reported to the State each year when filing the annual report. Currently, LLCs don't have an annual reporting requirement and are not required to publicly report members at the time of formation or afterwards. However, Delaware Secretary of State does reserve the right to collect that information if warranted. The entity itself is responsible for keeping records in accordance with the Delaware Code.  Back to Top

Why is my company void/forfeit?

A:A company is void because it failed to submit its annual franchise tax and/or report (corporations), or forfeit for failure to maintain its registered agent (either by failing to pay an invoice or possibly failing to keep the registered agent advised of current contact information).

In many cases, the company may have changed its contact information, Delaware Registry, Ltd. was not notified of the change, and the company's annual franchise tax notice or annual registered agent invoice was not properly received. Many times the annual report or registered agent fee is not submitted simply due to an oversight.  Back to Top

How can a void/forfeit company be returned to good standing?

A:A company that is void or forfeit may reinstate the company by filing a Certificate of Revival and submitting all past due franchise tax/annual reports, along with any unpaid registered agent fees, if applicable.

Since the cost the will vary depending on the specific entity, we ask that you email your revival request to our team here, so that we can research the cost for you and provide you with an accurate response. There's no charge for this service and most emails are replied to within 24 hours.  Back to Top

How do I form an "S" corporation?

A:There is no specific entity type at the Delaware state level called an S-Corp. The S-Corp refers is a federal tax election made by filing IRS Form 2553.

If you qualify, you can pay no income tax at the corporate level. All tax liability flows through to the shareholders' personal returns. Corporations with nonresident alien shareholders are not eligible for "S" Corp status.

Additional questions about S-Corp eligibility should be addressed to the Internal Revenue Service, www.irs.gov, or to an accountant. The Delaware Division of Corporations does not have or record information that shows whether a company is an S-Corp.  Back to Top

How do I terminate (dissolve, surrender or cancel) my business entity?

A:A business entity can dissolve or cancel by filing the applicable form with the Delaware Division of Corporations and submitting all applicable franchise tax/annual reports.

Delaware Registry, Ltd. is able to assist you with cancellation/dissolution filings. Since the forms and cost will vary depending on the specific entity, please contact us online so that we can research the cost for you and provide you with an accurate quote.  Back to Top

How do I change the name of my company?

A: If you want to change the name of your company, we can assist you! A company can change its name by filing a Certificate of Amendment with the Delaware Division of Corporations.

To get started, please email your request and new name choice here. A member of our service team will perform a free name check, and provide you with a quote. If you'd like to proceed with a filing, we'll prepare the forms for your signature, and then submit your documentation to the State.  Back to Top

How do I check name availability?

A: If you'd like to check availability in advance, Delaware Registry provides a FREE name check service by phone or email. Otherwise, we will check the availability at the time of filing and contact you if your name is unavailable.

You can also request Delaware Registry to reserve a name.  Back to Top

Can you give me the contact information for a company?

A: No. As a commercial registered agent, we are bound to protect the privacy of our clients and we cannot share any contact information for any of our customers. What we can do is accept service of process and forward it to the company. We can also be hired to help you order copies of any publicly available documentation, such as an annual report which is required to list the phone, principal place of business address, and names and address of all directors and an officer of a corporation.  Back to Top