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Q: What taxes do I have to pay to the State of Delaware?
Q: What is a registered agent?
Q: I want to have a Subchapter-S corporation. Do I need a different corporate form?
Q: How long does it take to incorporate?
Q: Can I send my mail to your address?
Q: I already operate a business, can I now incorporate it?
Q: Are the shareholders ever liable for the corporation's debts?
Q: What taxes do I have to pay to the State of Delaware?
Delaware requires each corporation to file an annual franchise tax return.
For corporations with 1,500 shares of no par stock (our standard incorporation), the annual franchise tax is
$35 USD plus a filing fee of $25 USD. As your registered agent, Delaware Corporate Agents will receive your franchise tax return and forward it to you. If you do not do business in Delaware, this is the only tax you will pay to Delaware.
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Q: What is a registered agent?
Delaware law requires that each corporation designate an agent within the State of Delaware to accept service of process if the corporation is sued. Your registered agent provides that service to you. Your registered agent also receives from the Secretary of State of the State of Delaware your annual franchise tax bill and forwards it to you.
At the current time, our fee is just $125 USD per year.
Beginning with the second calendar year, we bill your credit card
directly for the registered agent fee.
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Q: I want to have a Subchapter-S corporation. Do I need a different corporate form?
Under the Federal tax laws, corporations are taxed under either Subchapter-C or Subchapter-S. To be taxed under Subchapter-S, the corporation must make a written election on a form published by the Internal Revenue Service. Electing to be a Subchapter-S corporation does not require any different type of filing with the State of Delaware, however the certificate of incorporation which we prepare for Subchapter-S corporations contains provisions to avoid the real risk of accidentally losing the election. A Subchapter-S corporation is treated for tax purposes substantially as though it were a partnership and there is no double taxation of income. Income and some losses are generally included in the shareholder's tax return. You should consult with your tax professional before determining to be a Subchapter-S corporation.
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Q: How long does it take to incorporate?
We will prepare the certificate of incorporation and transmit it to the Secretary of State within one business day after we receive complete information and payment from you.
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Q: Can I send my mail to your address?
No, we cannot accept mail, fax or telephone calls for you unless you have made prior arrangements and paid Delaware Corporate Agents an additional fee.
Depending on the service which you select, mail can be forwarded daily, weekly or monthly.
If you do not select our mail forwarding service, we cannot accept mail on your behalf and we will be required to return it to the sender.
If you are interested in our
mail forwarding service, please send us an e-mail at
delcorp@delcorp.com and we will provide you with a description of our service and the cost of each service.
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Q: I already operate a business, can I now incorporate it?
Yes. In our Delaware Corporate Agents, Inc. Forms, we have included all forms necessary for you to convert your partnership or sole proprietorship to a corporation.
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Q: Are the shareholders ever liable for the corporation's debts?
Yes, sometimes. The Delaware courts have permitted creditors to "pierce the corporate veil" to hold shareholders liable for their corporation's debts when:
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They do not meet the minimum standards for operation of a corporation, such as not having annual meetings of shareholders and directors and not maintaining minutes of those meetings;
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Co-mingling corporate and personal assets, such as paying personal debts from the corporate checkbook or not maintaining a corporate account; or
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Used the corporation for an illegal activity or conducting business in a fraudulent manner.
Additionally, shareholders may be liable for debts which they assume or guarantee, as well as debts transferred to the corporation from a prior sole proprietorship or partnership.
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