How to Set Up an LLC in Delaware

by Anaid Heyd
Delaware business law has a wider lawsuit protection for LLCs than other states.

Delaware business law has a wider lawsuit protection for LLCs than other states.

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The Delaware Department of State reports that Delaware is the leading domicile of domestic and foreign business entities because of the quality of services they have to offer. One such service is its facilitated business registration process, featuring expedited processing and electronic submission. Delaware allows individuals to register corporations, limited liability companies, general partnerships, limited partnerships and statutory trusts. Individuals seeking to set up a limited liability company, or LLC, in the state, must abide by the Delaware Limited Liability Company Act.

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Step 1

Choose a name for your LLC. The name may contain the name of a manager or member, but it must be distinguished from any other partnership, limited partnership, statutory trust, corporation or limited liability company that is currently registered, formed, organized or reserved with the State of Delaware.

Step 2

Attach the title phrase "Limited Liability Company" to your name, as required by Delaware Code. You can also use the title's abbreviation L.L.C. or LLC.

Step 3

Obtain the Application for Reservation of Limited Liability Company Name from the Delaware Division of Corporations website or local office to reserve your intended LLC name. Once approved, the application will reserve your name for 120 days, allowing you more time to prepare the necessary paperwork without the risk of losing your name availability. Reservation renewal is available for 120-day periods.

Step 4

Access the Delaware Division of Corporations website to search the availability of your LLC name. Final determination will not be established until the name reservation application or LLC filing has been approved.

Step 5

Choose a registered agent and office. The agent may be the LLC itself or an individual resident of Delaware. The office need not be the main place of business, but will need to be the location of where the registered agent may be reached. Registered agents must be generally present at their registered office, frequently, to receive important documents and other forms of communication.

Step 6

Obtain a Certificate of Formation of a Limited Liability Company from the Delaware Division of Corporations website or local office. The certificate is your official application to set up a LLC in the state. It will require the name of your LLC, registered office address and date of dissolution, if applicable. The date of dissolution is only necessary if your LLC will only exist short term.

Step 7

Add a cover letter to your Certificate of Formation, containing your name, address, telephone and fax number. The Division of Corporations assures that this will allow it to process your certificate in a timely matter.

Step 8

Complete a Document Filing Sheet if you are requesting an expedited process of your application. The form may be obtained from the Division of Corporations website or local office. Documents may be processed as quickly as one hour, but will require an extra fee. In 2010, the one hour processing fee was $1,000.

Step 9

Submit your paperwork and filing fees to the Delaware Division of Corporations online, by mail or fax (see References).

Step 10

File Form SS-4 with the IRS to obtain an employment identification number, or EIN. The tax number will allow you to submit necessary state and national tax forms.

Step 11

Pay the annual state tax no later than June 1st, every year. Failure to pay this tax may result in further monetary penalties or a court injunction prohibiting you from conducting further business. The tax in 2010 was $250.