Delaware is one of the most popular states among business owners to start a business. The law and the court system in Delaware give it a business-friendly legal climate. If you are thinking about incorporating in Delaware, then you have made an excellent choice. In order to ensure success in the initial stage of your business, it is advised that you purchase a shelf company.
How can a Shelf Company help?
Shelf companies are dormant and unused. They are put on the shelf to age to increase the credibility of a company. Lenders and other businesses will always look for a business that has a significant history of incorporation when investing in the said business. The age of the shelf company adds a layer of trust and reliability. A shelf company will also help you save time and skip frustrating processes like documentation.
To make the process easier for you, we have curated a list of steps on how to start a business in Delaware using a shelf company.
1. Think about a business idea.
Before starting a business, you need to take your time and decide your business industry. A lot of things should be taken into consideration when you are choosing your business idea. Does the market need or is big enough for your products or services? You also need to consider your knowledge, determination, skillset, interests, goals, and resources when deciding on a business idea.
2. Decide on a shelf company.
Now that you have chosen your business idea, you need to look for a shelf company. You need to research your market and find out how old your shelf company is required to be. Usually, lenders and other businesses invest in a company that has at least 2 years of incorporation. Choose a shelf company based on its history of incorporation. Keep in mind that the older the shelf company is more high-priced it is.
3. Meet with the seller.
Have a meeting with the supplier and negotiate. A lot of sellers offer additional services, like a free name change or EIN registration with the shelf company. Research different suppliers and make sure that you do not pay more than what it is worth. Before investing in the shelf company make sure that it is clean and does not have any financial records. The shelf company should not have incurred any liabilities or debts. If it does, then it is on you to pay the debts, once you own the company.
4. Sign the contract of sale.
A contract of sale is a contract drawn to transfer the ownership of the shelf company from its existing owner to you. You will become the shareholder of the company, once the contract is signed by you. The shares of the shelf company will be transferred to you.
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5. Choose a name for your business.
Your business name will serve as your brand identity and hence it is important to make sure that it is unique. You can also choose to stick to the existing name of your shelf company or apply for a name change. Go to Delaware’s Secretary of State (SOS) website and search if your decided business name is unique or already taken up by someone else. You can also do a business entity name search on the SOS website to find out the available business names. Delaware permits business owners to reserve an available name for 120 days by filing a Name Reservation Application.
6. Change the existing office address on your shelf company.
Your shelf company comes with an existing office address after acquisition. Ask the seller to change and replace the registered office address with your business’s office address. It is a crucial step. You do not want to neglect this step and get charged for using a different address.
7. File registration to become the director
To open a business bank account in your business’s name, you need to register yourself as the director of the company.
8. Apply for a Delaware business license.
Every Delaware business is required to have a Delaware business license from the Delaware Division of Revenue. You must also renew the license annually.
9. Apply for an EIN from the IRS.
EIN refers to an employer identification number and every business that hires employees must have one. It is suggested to apply for EIN even if you do not hire employees since banks require them to open a business bank account.
10. Open a business bank account
It is advised that you keep your business and personal bank accounts separate. Entrepreneurs risk losing their personal assets by commingling personal and business bank accounts.
11. File your Delaware business taxes.
The state of Delaware does not impose state, local general sales tax, or VAT taxes. Although taxes that apply to Delaware businesses are:
- Gross receipts tax: You must pay the state’s gross receipts tax if your business provides goods and services in Delaware.
- Delaware state corporate income tax: All domestic and foreign corporations in Delaware must file a corporate income and pay 8.7% tax on their federal taxable income to Delaware. Delaware does not have a minimum corporate income tax.
- Employer withholding tax: In order to withhold federal, state, social security, medicate, and local income tax from their employee’s wages and salaries, businesses that hire employees must register with the Delaware Division of Revenue (DOR).
- Annual Tax: Although some companies are not required to submit an annual report, they must file an annual tax of $300.00, due on June 1 of every year.
- Franchise tax: Corporations established in Delaware must pay a minimum franchise tax of $175.00, dune by March 1 of every year.
For more information, visit the state of Delaware’s website which provides links to its business tax forms.
To conclude, there are a lot of procedures when it comes to setting up a business entity. Although lucky for you, you can purchase a shelf company and make the process of incorporation a little easier. Companies that sell shelf companies also provide a lot of additional services to help you in the initial stages of your shelf company.
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