A Delaware LLC combines the corporate protections of limited liability, the pass-through taxation and relaxed filing requirements of a partnership, and the business-friendly environment and beneficial tax structure offered by the state of Delaware. Delaware law requires all businesses conducting business in Delaware to register with the Delaware Division of Corporations. Starting an LLC in Delaware requires filing a document, called a Certificate of Formation, with the Division of Corporations.
Delaware LLC law requires that the name of a new Delaware LLC contain the words “Limited Liability Company,” or the abbreviation “L.L.C.” or “LLC.” Delaware law allows the name of an LLC to contain words typically associated with other forms of business association, such as “Club,” “Foundation,” “Institute,” “Company” or “Trust.” The name of your Delaware LLC must be distinguishable from the names of other business associations registered in Delaware. The Delaware Division of Corporations maintains an online Entity Search of all business associations registered in Delaware, which can be helpful in finding a unique name for a Delaware LLC (see Resources).
Registered Agent and Registered Office
A registered agent is the person or business that will receive service of process if your LLC is sued or subpoenaed. A registered office is a designated address that will receive official correspondence from the Division of Corporations, such as yearly documentation pertaining to payment of the annual franchise tax. If an LLC owner or LLC manager is a Delaware resident, he may serve as the registered agent and registered office of your Delaware LLC. However, a Delaware LLC filing is a public record that will associate the name and home address of a person with an LLC. If no individual associated with your LLC is willing or able to do this, an LLC may hire a registered agent service which will receive service of process on behalf of the LLC.
Certificate of Formation
The Division of Corporations will only register an LLC if their Certificate of Formation form is filled out properly. The Certificate of Formation form requires the name, registered office address and name of the LLC's registered agent. Providing a date of dissolution or other provisions is optional as of November 2010. An owner or manager of the LLC must sign and date the Certificate of Formation.
The Division of Corporations accepts the submission of a Certificate of Formation by either mail or fax. As of 2010, the filing fee for an LLC Certificate of Formation is $90. If filing by fax, the number is 302-739-3812. If filing by mail, the address is Division of Corporations, John G. Townsend Building, 401 Federal Street Suite 4, Dover, DE 19901. Payment may be made via check or credit card.