Delaware supports every major entity type. Here's what each means and how it works.
The standard Delaware corporation is the world's most recognized business entity. The Delaware General Corporation Law (DGCL) — in place since 1899 and continuously refined — is the most sophisticated corporate statute in existence. Unlimited shares, multiple stock classes, no minimum capitalization. One person can serve as sole officer, director, and shareholder.
An S-Corp is a federal tax election — not a Delaware entity type. Any Delaware C-Corp that meets IRS criteria can elect S-Corp status by filing Form 2553. This passes income, losses, and deductions through to shareholders, avoiding corporate-level federal income tax.
Delaware's LLC Act is the most flexible in the nation. Operating agreements can modify or eliminate fiduciary duties, define any distribution structure, and establish virtually any governance arrangement the members choose.
Delaware's Close Corporation structure is designed for small businesses with 30 or fewer shareholders. Shareholders can directly manage the company without a formal board of directors and dispense with annual meeting requirements — much closer to partnership-style management while retaining full corporate liability protection.
Not sure which to choose? Call 1-800-345-CORP (2677) and we'll walk you through the decision. No obligation.