Forming and Organizing a Corporation

by Practical Law Corporate & Securities

A Practice Note explaining the process, steps, and documents required to form a for-profit corporation in Delaware under the Delaware General Corporation Law (DGCL). This Practice Note addresses crucial initial considerations, such as choosing the appropriate entity type, selecting a state of incorporation, and deciding between a C-corporation or an S-corporation. It offers guidance on pre-incorporation logistics, including selecting a corporate name, appointing a registered agent, and preparing essential organizational documents like the certificate of incorporation and by-laws. The guidance also covers the filing of the certificate of incorporation, the issuance of stock, and stockholders agreements. Furthermore, this Practice Note outlines key post-incorporation tasks, such as foreign qualification, registration of assumed names, and obtaining an Employer Identification Number (EIN).