|
Delaware Certificate of Incorporation A Close Corporation (Name of Corporation) |
The Delaware Certificate of Incorporation A Close Corporation of (Name of Corporation) gives incorporators the required form when submitting their articles to the Delaware Division of Corporations. This is a paper form which must be filled out in its entirety then sent via mail (Delaware Division of Corporation, 401 Federal Street – Ste 4, Dover, DE 19901) or fax [(302) 739-3812)]. It should be accompanied by the Delaware filing cover memo, the required associated paperwork, and full payment for any applicable fees. The state filing fee for a close corporation is $89.00 plus $9.00 for each additional page. Thus your stock type may have a significant impact on the payment. If so contact the office ((302) 739-3073). It may also be necessary to contact the office for exact pricing if one chooses to expedite this process to 24 hours or the same day. There are several levels of expedited service each guaranteeing a specific processing time and each charging a different amount. This is optional. It will also be optional to have your documents returned certified. Certification will require an additional $50.00 fee. These fees may be paid by credit card regardless if the articles are mailed in or faxed in however check payments will only be accepted via mail. Note: Make checks payable to “Delaware Secretary of State.”
How To File
Step 1 – You must include a Certificate Cover Memo with your articles as per the Delaware Division of Corporations. This may be downloaded here: https://articlesofincorporation.org/wp-content/uploads/DE-certmemo.pdf
Step 2 – In the first row will give the opportunity to either select a level of expediting or allow for regular processing. The expediting service will have four priority levels. Priority 1 will cost an additional $1,000.00 and will expedite the filing process to 1 hour. Priority 2 will require a payment of $500.00 and expedite the processing of the articles to two hours. Priority 3 will expedite the filing process to same day service while Priority 4 will expedite the service to within 24 hours. Both Priority 4 and 5 will require an assessment of fees the day the articles are received. In order to gain this assessment, you must contact the Delaware Division of Corporation directly at (302) 739-3073. If you do not desire to expedite the filing process, fully shade in the box labeled Priority 7. At least one of these boxes in the top row must be selected.
Step 3 – The first section is the Submitter’s Information. This section requires information regarding the submitter of these documents. Information that must be presented is the Submitter’s Name, Address, Phone Number, Fax Number, E-Mail Address, and Account Number.
Step 4 – The second section, “Certification Request Information,” will require the Full Name of the corporation being formed and, if available, the filing number assigned. This will require a $50.00 payment.
Step 5 – In the “Type of Certificate Requested” section place a check mark in the box appropriate for the corporate filing type being submitted. The section to the right of this, “Method of Return,” requires you select the box next to the preferred delivery method you wish the Delaware Division of Corporation to return your documents. If you choose “Express Mail,” make sure to document the Account Number for the service you use. If you choose “Other,” define the method you wish used to receive your documents.
Step 6 – In the “Credit Card Information” section, you may provide your Credit Card Number, Expiration Date, and Security Code if you are using a credit card to make a payment.
Step 7 – The next step is to visit the “New Entity” web page on the Delaware Division of Corporation web site. Here, you may download your desired articles of incorporation form. For our purposes, locate then select the link labeled “Close Corporation.”
Step 8 – Below the title of the form, “State of Delaware Certificate of Incorporation of” write in the full name of the corporation being formed.
Step 9 – In the First article, enter the full name of the corporation being formed on the blank line
Step 10 – The Second article will define the Registered Agent of the close corporation being formed. This may be an adult or a business entity so long as this entity maintains an address in the State of Delaware and agrees to receive service of process papers (if the forming corporation is sued) on behalf of the close corporation and guarantee the safe delivery of such documents to the corporation being formed. The first blank line will require the street address entered. The next blank line (after the words “City of”) will need the name of the city entered. Next, enter the Zip Code this address is maintained in. Finally, after the words “therof is” enter the Full Name of the Registered Agent.
Step 11 – The next item to require attention will be the Fourth article. Here, the total amount of authorized shares must be reported on the first blank space. Then on the second blank space the total amount of each share must be reported.
Step 12 – The Fifth article requires the Full Name and Address of the Incorporator of this corporation to be entered in the spaces labeled “Name,” “Mailing Address,” and “Zip Code.”
Step 13 – The final area requiring attention begins with the words “I, The Undersigned.” At the end of this paragraph enter the Date this form is being signed by the Incorporator. Do this by entering the Calendar Date, Month, and Year on the last three spaces.
Step 14 – The Signature Line is located after the word “By.” The Incorporator must sign his/her name here.
Step 15 – The Incorporator’s Printed Name must be entered next to the word “Name.”
Step 16 – Make sure all information that must be reported has been reported fully and accurately. If there is not enough room to do so, you may attach additional clearly labeled paperwork that addresses any of these particular article. The submittal package must be composed of the Corporate Certificate Cover Memo, the Delaware Certificate of Incorporation A Close Corporation (Name of Corporation), any supporting required additional paperwork/documents/licenses, and full payment of the State Filing Fee ($89.00 + $9.00 for each additional page), and (if applicable) full payment for all requested services. This may be submitted by mail and paid with check (payable to “Delaware Secretary of State”) or a major credit card (American Express, Discover, MasterCard, or Visa).
To File by Mail, Send To:
Delaware Division of Corporation
401 Federal Street – Suite 4
Dover, DE 19901
To File by Fax, Sent To:
(302) 739-3812
