The state of Delaware requirements for a limited liability company (LLC) are contained in the Limited Liability Company Act, set out in Chapter 18 of Title 6 of the Delaware Code. The Division of Corporations is the state department responsible for administering the incorporation of LLCs. The standard period of time for incorporating an LLC is between 10 and 15 days, depending on the time of year. Expedited services are available on payment of an additional fee.
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The name of any LLC registered in the state of Delaware must include the terms “Limited Liability Company,” “LLC” or “L.L.C.” The name should also be distinguishable from any other partnership, company or business entity incorporated in the state. Organizers can check the validity of any proposed company name in advance with the Division of Corporations. It is also possible for organizers to reserve a company name for a period of up to 120 days, by applying to the Division of Corporations and paying a fee of $75, as of 2010.
Articles of Organization
An LLC cannot be formed without articles of organization, and these must be filed with the Division of Corporations. Articles of organization set out essential details, including the name of the company and its registered office. The duration of the company may be included in the articles, unless the organizers intend that the LLC shall continue in perpetuity. An operating agreement, setting out detailed provisions regarding the running of the company, is often added to the articles of organization.
Every LLC incorporated in Delaware must appoint a registered agent. If the LLC is physically located in Delaware, it may act as its own registered agent. If not, the Division of Corporations has a list of registered agents available to act for companies. The registered agent may be either an individual or a business entity authorized to conduct business in the state. The business address of the registered agent should be the same address as the LLC’s registered office. The LLC can change its registered agent at any time by filing a certificate of change of registered agent with the Division of Corporations.
Once set up, the members of an LLC must ensure that records are available for inspection by the Delaware Division of Corporations. Financial information, tax returns, and names and addresses of all members are to be maintained at the company’s registered office. In addition, the company must make available for inspection any written company agreements and details of property contributed by each member.