So, you’ve got an awesome idea, and you’re ready to make it official. Why Delaware? And how do you even get started?

Well, we have been down this road - a lot. Casting Coin, Fierce Studios, and Secret Boston are all registered in Deleware. Casting Coin is an Inc while SB and Fierce are both LLCs.

So, I’ll break it down for you—step-by-step, with a little real talk about LLCs vs. corporations, annual filings, and why this tiny state is a big deal for startups.

Why Delaware, Anyway?

Delaware’s the golden child for startups. It is very business-friendly vibe: a well-oiled court system for corporate disputes (the Court of Chancery is legendary), tax perks (no state corporate income tax if you don’t operate there), and a reputation that screams “legitimate” to investors. Plus, half the Fortune 500 are incorporated there = serious credibility.

Step 1: LLC or Corporation

Here’s the deal:

LLC (Limited Liability Company): flexible and easy to set up. You get personal liability protection, and profits pass through to your personal taxes (no double taxation!). But, investors are not always fans. LLCs feel “small-time” to some VCs, and it’s trickier to issue stock or scale with complex ownership.
Corporation (C-Corp): The big-league option. Investors love it—stock is straightforward, and it’s built for growth. Downside? You’ll deal with double taxation (company profits and your dividends get taxed). Still, if you’re dreaming of IPOs or raising serious cash, C-Corp’s your move.

I went C-Corp with Casting Coin because I was raising money, but if you’re bootstrapping or keeping it simple, LLC might be your best bet.

Step 2: Nail Down a Name

Pick something catchy but check Delaware’s business name database first—no duplicates allowed. Add “Inc.” or “LLC” at the end, depending on your choice. Pro tip: Google it too, so you don’t step on a trademark landmine.

Step 3: File with the State

This is important (it all is!). For a C-Corp, you file a Certificate of Incorporation. For an LLC, it’s a Certificate of Formation. You’ll need:

Your company name.
A registered agent (more on that in a sec).
For C-Corps, the number of authorized shares.

You can DIY this on Delaware’s Division of Corporations website, but I used Bizbee (formerly Incfile)—it’s cheap, fast, and they handle the paperwork. Cost? Starts at around $100 plus state fees (around $90).

Step 4: Get a Registered Agent

Delaware says you have to have a registered agent—a person or service physically in the state to accept legal docs for you. No, you can’t just use your friend’s PO box. Bizbee bundles this in for the first year, but after that, it’s $100–$200 annually. Don’t skip it—you will be hit with fines.

Step 5: EIN and the Bank

Once you’re approved (usually a day or two), secure an Employer Identification Number (EIN) from the IRS—free, online, takes 5 minutes. It’s like a Social Security number for your business. Then open a bank account. Done.

Step 6: Annual Filings and Fees—Don’t Sleep on This

Delaware’s relaxed, but they still want a cut. C-Corps file an Annual Franchise Tax Report (minimum $175 + a $50 filing fee), due March 1st. LLCs pay a flat $300 Annual Tax, due June 1st. Miss it, and penalties stack up fast. Set a calendar reminder—trust me.

Bonus Tips

Privacy: Delaware doesn’t make you list owners or directors publicly. Great for keeping your name off the radar.
Flexibility: Want to operate from California or NYC? No problem—Delaware doesn’t care where you actually run your business
Bizbee Hack: They’ll file everything, include in a year of registered agent service, and even remind you about renewals. Saved me!

Wrap-Up

Registering in Delaware is a power move—investors like it, the state protects you, and it’s not that complicated. Pick your structure (C-Corp for VC, LLC for simplicity), leverage Bizbee, and you’re in business. Just don’t forget those annual filings—or that registered agent fee—or you’ll be writing checks for no reason.

How to Register Your Startup in Delaware