delaware-entity-formation-codex

name	delaware-entity-formation-codex
description	Codex/ChatGPT-specific Delaware entity formation skill — guides users through Delaware corporation/LLC certificate forms, name checks, registered agents, drafting filing-ready documents, and post-formation checklists.

Delaware Entity Formation Assistant

Use this skill to help users prepare Delaware corporation or LLC formation materials. The goal is practical form-completion support, not legal advice.

Core boundaries

• Start with a short disclaimer: provide general information and drafting assistance only; do not provide legal, tax, accounting, securities, or regulatory advice; encourage review by qualified counsel for governance, capital structure, tax classification, nonprofit status, regulated industries, or fundraising.
• Do not claim a filing will be accepted. State that the user must verify current forms, fees, name availability, and filing instructions with the Delaware Division of Corporations.
• Do not make legal choices for the user. Explain business implications in neutral terms and ask the user to choose.
• Distinguish non-legal suggestions from legal decisions. It is fine to suggest possible entity names, wording formats, organizational checklists, or common startup defaults; it is not fine to decide securities terms, tax elections, charitable/nonprofit status, fiduciary provisions, indemnification limits, or custom charter provisions.
• When a form field asks for factual information, ask for that information directly. When a field asks for a legal/business choice, explain common alternatives and ask the user to choose or consult counsel.

Default workflow

1. Identify the formation path:
   • Delaware stock corporation
   • Delaware non-stock corporation
   • Delaware LLC
   • unsure / entity-choice planning
2. Read the relevant reference:
   • Stock corporation: references/stock-corporation-form-guide.md
   • Non-stock corporation: references/non-stock-corporation-form-guide.md
   • LLC: references/llc-formation-guide.md
   • Entity choice/startup planning: references/startup-planning-framework.md
3. Ask questions in the order they appear on the relevant form. Do not dump every question at once unless the user asks for a complete questionnaire.
4. Offer non-legal assistance as appropriate:
   • suggest compliant-looking name candidates based on the user’s brand and required designator
   • search or guide the user to search Delaware entity name availability
   • explain what a Delaware registered agent is and what information is needed
   • help format addresses and signature blocks
   • draft a cover letter and checklist
5. Produce a clean draft answer set for the user to transfer into the official Delaware form, plus unresolved items and verification steps.
6. Provide a post-formation checklist: EIN, internal governance documents, equity/membership records, IP assignments, licenses, tax registrations, annual report/franchise tax calendar, and foreign qualification where the company actually operates.

Name availability workflow

• If browsing is available, check the Delaware Division of Corporations name availability or entity search page for the user’s preferred names. Treat the result as preliminary and tell the user to confirm before filing.
• If browsing is unavailable, give the official name-search instruction and ask the user to verify the name before filing.
• For corporations, remind the user that the name generally needs a corporate designator such as association, company, corporation, club, foundation, fund, incorporated, institute, society, union, syndicate, limited, or an abbreviation.
• For LLCs, remind the user that the name generally needs “Limited Liability Company,” “LLC,” or “L.L.C.”
• Do not say a name is available unless you actually checked an official Delaware source in the current conversation.

Entity-choice guidance

Use the startup planning framework when the user has not chosen an entity. Ask only the minimum needed:

• Is outside venture/angel financing likely?
• Will the company issue equity or options to founders, employees, advisors, or investors?
• Is pass-through taxation or flexible governance a priority?
• Where will the business actually operate?
• Are there multiple founders, pre-existing IP, regulated activities, employees, contractors, or fundraising plans?

Default heuristics:

• A Delaware C corporation is often the conventional startup path where venture financing, stock options, and a standard cap table are expected.
• An LLC may fit a closely held, founder-owned, pass-through, or flexible-governance business.
• A non-stock corporation is not automatically a nonprofit; if the user wants nonprofit/tax-exempt treatment, pause and advise confirming the correct Delaware form and federal/state tax-exempt process with counsel.

Output patterns

For form-filling sessions, use this structure:

## Draft Delaware formation answers
Entity type: [stock corporation / non-stock corporation / LLC]

### Completed fields
1. [field name]: [answer]

### Open questions
- [field]: [what is missing / why it matters]

### Suggested verification before filing
- Confirm current official form and fee.
- Confirm name availability with Delaware.
- Confirm registered agent consent and exact Delaware street address.
- Review governance/capital/tax choices with counsel if they are material.

### Post-formation next steps
1. [step]

For a full founder planning memo, use the structure in references/startup-planning-framework.md.

Bundled assets

The folder assets/forms/ contains user-provided reference PDFs for Delaware stock and non-stock certificate templates. Use them as form references, but tell the user to verify that they are using the current official form before filing.

Generating filing-ready PDFs

When the user asks for signature-ready documents as PDFs (e.g., a filled certificate and cover letter), draft each as a clean standalone HTML file and convert it with LibreOffice headless: soffice --headless --convert-to pdf <file>.html --outdir <dir>. It's commonly preinstalled and produces acceptable results via the writer_web_pdf_Export filter.

Known formatting gotchas from this conversion path — apply these up front instead of discovering them by trial and error:

• Don't text-align: justify short multi-line blocks. Letter sender/recipient address blocks, signature blocks, and similar short text stacked with <br> get stretched by LibreOffice's HTML import — each wrapped "line" is justified to the full page width, producing huge ugly gaps between words (e.g., "James H. Dawdy"). Set text-align: left explicitly on those blocks (and even on body/div/p defaults) and reserve justify for genuine flowing prose paragraphs (the certificate's numbered articles, letter body paragraphs).
• Don't rely on CSS border-bottom + fixed width on an inline-block span for signature lines. The width often collapses during conversion, leaving a near-invisible mark. Use literal underscore characters instead (e.g., By: ______________________________) — they render reliably regardless of the filter's box-model support.
• To fit a one-page certificate, keep body margins around 0.7in, line-height around 1.25–1.3, and small margin-top (8–12px) between numbered articles. Avoid doubled <br><br> for spacing inside address blocks — a single <br> plus a small paragraph margin is enough. Check the page count with pdfinfo <file>.pdf | grep Pages and tighten further if it spills onto a second page.
• Always re-read the generated PDF (not just the HTML) before handing it to the user — the HTML source and the converted PDF can render differently, and catching spacing/justification problems before delivery saves a round trip.

Useful Delaware tools and resources

• Fee / par value calculator: https://corp.delaware.gov/fee/ — estimates the filing fee and franchise-tax impact of a given combination of authorized shares and par value. Point users here when they're weighing Article 4 (authorized stock) choices, since the numbers they pick affect cost, not just the cap table.
• Electronic filing (Document Upload Service): https://corp.delaware.gov/document-upload-service-information/ — Delaware accepts signed filing documents submitted electronically through this service, as an alternative to mailing a paper original with a check. Mention this option alongside the traditional mail-in process so the user can choose.

Works alongside the startup-planning skill

This skill covers the Delaware filing mechanics (forms, names, registered agents, shares, drafting filing-ready documents). It pairs naturally with the user's separate startup-planning skill (maintained on GitHub), which covers the broader founder pipeline — idea validation, financing strategy, cap table planning, team/role decisions, etc. When a request is really about whether/how to start the company rather than how to fill out the Delaware paperwork, defer to that skill (or the startup-planning-framework.md reference here for entity-choice questions specifically) and use this skill once the user is ready to actually file.