Delaware General Corporation Law (DGCL)
Delaware Corporation Bylaws, Minutes & Record-Keeping
Updated · 7 min read
Delaware is the most common state of incorporation for venture-backed companies, and many smaller businesses choose it too. Its corporate statute is detailed and flexible, and its courts have a long history of interpreting it. That flexibility still comes with record-keeping responsibilities.
This page summarizes, in general terms, how bylaws, minutes, stock records and periodic filings work for a Delaware corporation. For the underlying concepts, see our guides.
Table of contents
Governing law
Delaware corporations are formed and governed under the Delaware General Corporation Law (DGCL), which is Title 8 of the Delaware Code. Under the internal affairs doctrine, Delaware law generally governs the relationship between a Delaware corporation, its directors and its stockholders — even if the business operates entirely in another state.
Delaware uses the term "certificate of incorporation" for the formation document other states call articles of incorporation, and "stockholders" rather than shareholders. The concepts are the same ones explained in what are corporate bylaws.
Bylaws
Delaware bylaws are an internal document. They are adopted by the incorporator or initial board and kept with the corporate records; they are not filed with the Division of Corporations. The certificate of incorporation can give the board power to amend the bylaws, in addition to the stockholders' power to do so.
Because the DGCL leaves many matters to the bylaws — board size, quorum, notice procedures, officer titles — Delaware bylaws are often more detailed than the statute's defaults. Our section-by-section bylaws outline covers the typical structure.
Meetings and minutes
As a general rule, stockholders elect directors at an annual meeting. The DGCL allows stockholders to act by written consent in many circumstances unless the certificate of incorporation restricts it, and allows the board to act by unanimous written consent unless the certificate or bylaws provide otherwise. Many small Delaware corporations use written consents for routine annual actions.
Whether by meeting or consent, the action should be documented and filed with the minute book. See annual shareholder meeting minutes and annual board meeting minutes.
Delaware formation documents
Customized bylaws and organizational records can be prepared for a Delaware corporation from your details.
Stock records
A Delaware corporation keeps a stock ledger recording its stockholders and their holdings. Delaware permits corporate records, including the stock ledger, to be kept electronically, provided they can be converted into clearly legible form. Delaware also permits uncertificated shares where the board provides for them. See stock ledger and stock certificates.
Stockholders have statutory rights to inspect the corporation's books and records for a proper purpose, generally by making a written demand. Accurate records make responding to such a demand straightforward.
Periodic state filing
Most Delaware corporations file an Annual Franchise Tax Report and pay franchise tax to the Delaware Division of Corporations, generally due March 1 each year. The report includes information such as directors and the principal place of business. Franchise tax can be calculated by more than one method, so review the Division of Corporations' instructions or ask a tax advisor before filing.
Registered agent and foreign qualification
Every Delaware corporation must maintain a registered agent with a physical address in Delaware. Many owners who live elsewhere use a commercial registered agent.
If a Delaware corporation does business in another state — for example, it has its office and employees in that state — it generally needs to register (foreign-qualify) there too. That means also meeting that state's annual report and registered agent requirements. See our other state pages.
Records to keep
| Record | Notes for Delaware |
|---|---|
| Certificate of incorporation and amendments | As filed with the Division of Corporations |
| Bylaws and amendments | Kept internally; not filed |
| Incorporator action / organizational consent | See initial organizational minutes |
| Stockholder and board minutes and written consents | All years, in date order |
| Stock ledger | May be kept electronically |
| Annual Franchise Tax Reports | With payment confirmations |
| Registered agent information | And any changes |
| Foreign qualification filings | For each state where you do business |
For a complete list, see corporate records book: what to keep.
Frequently asked questions
Are Delaware bylaws filed with the state?
No. Delaware bylaws are adopted internally and kept with the corporate records. Only the certificate of incorporation and its amendments are filed.
Can a Delaware board act without a meeting?
Generally yes. The DGCL allows the board to act by unanimous written consent unless the certificate of incorporation or bylaws provide otherwise.
When is the Delaware annual franchise tax report due?
For most Delaware corporations it is generally due March 1 each year. Check the Delaware Division of Corporations for current instructions.
Can a Delaware corporation keep its stock ledger electronically?
Yes. Delaware permits corporate records, including the stock ledger, to be kept electronically if they can be converted into clearly legible form.
Do I need to register in my home state if I incorporate in Delaware?
If your corporation does business in another state, it generally must foreign-qualify there and meet that state's filing and registered agent requirements.
Requirements change — verify with the official state agency and a licensed attorney. This is general information, not legal advice. See our disclaimer and other states.