How to Form a Delaware Limited Liability Company

By Lisa Magloff

Delaware offers a great deal of flexibility and low costs for companies, including LLCs, wishing to incorporate in the state. Delaware has a separate Court of Chancery, which means that many corporation legal cases are generally handled more quickly than in other states. Delaware also allows the members of an LLC to remain anonymous. Businesses incorporated in Delaware do not have to be located in Delaware to take advantage of its corporation laws.

Step 1

Obtain a registered agent. If your business is not physically located in Delaware, you are required be law to have Delaware resident or business located in the state to act as your agent. The agent receives legal documents on your behalf. If your business is physically located in Delaware, it can act as its own registered agent. The state business office maintains a list of registered agents.

Step 2

Chose your business name. The business name may contain a person's name, but it must be distinguishable from the name of any other corporation or business registered in Delaware, and it must contain the words "Limited Liability Company" or "LLC" as the last words of the name. Check online with the State of Delaware (see Resource) to make sure your name is not already in use, although you may need the assistance of a lawyer if you are unsure whether your name is too similar to one already in use. You can also reserve a name for 120 days online. As of November 2010, the fee for this is $75.

Ready to start your LLC? Start an LLC Online Now

Step 3

Write the operating agreement. Delaware does not require LLCs to have an operating agreement, but it is a good idea to have one. The operating agreement ensures that your business will be treated as an LLC for tax purposes, and establishes your company's rules and procedures for such things as sharing profit, making decisions, and for the departure and addition of members. Without an operating agreement, your LLC will be governed by Delaware's default operating rules, which may not suit your business. If your LLC has several members, and they are contributing different amounts, you may require the assistance of a lawyer to write your operating agreement.

Step 4

Complete the certificate of formation. Download a copy of the certificate, instructions and a cover letter at the State of Delaware website (see Resources). Fill in your company name, as well as the name and address of the company office. If your company is not located in Delaware, fill in the name and address of the registered agent. Provide the date of dissolution, if there is one. You may also include the operating agreement, if you have one.

Step 5

File the certificate of formation. The forms may be filed online, faxed to 302-739-3812 or mailed to the Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901. As of November 2010, the filing fee is $90, made payable by check or direct deposit if filing online.

Ready to start your LLC? Start an LLC Online Now
How to Form an S Corporation in Wisconsin

References

Resources

Related articles

How to Incorporate a Business in North Carolina

Incorporating a business in North Carolina is done by filling out the Articles of Incorporation and filing the document with the North Carolina Department of the Secretary of State. The Articles of Incorporation must contain certain information, including the corporation's name and address, the registered agent's name and address, and the names and addresses of the incorporators. Additional provisions may be added, such as the names of the initial directors or the initial purpose for which the corporation is being organized, provided they comply with § 55A-2-02 of the North Carolina General Statutes.

How to Get a Business Name Registered in the State of Mississippi

If your business will be operating in the state of Mississippi, or you are expanding into Mississippi, you must register the business with the Office of the Secretary of State. This agency will allow you to conduct an online name search to ensure your chosen business name is not already in use or to reserve the name, if desired. The business name is legally registered with the state by filing the appropriate articles of incorporation, certificate of formation or certificate of limited partnership.

How to Fill Out DBA Forms

DBA is short for "doing business as." Sole proprietors and even larger companies may elect to operate under DBAs or fictitious names for a variety of reasons. DBA registration forms are filed with the County Clerk or Secretary of State for the state in which a business is located. Because the filing procedure is different in every area, the requirements for filling out DBA forms vary, although most forms require similar information and can be filled out in a matter of minutes.

LLCs, Corporations, Patents, Attorney Help

Related articles

How to File an LLC in Michigan

A limited liability company, or LLC, is a type of business organization that combines the best aspects of a corporation ...

How to Get a DBA in Virginia

A DBA, short for "doing business as," is known as a fictitious name in Virginia. Using a fictitious name allows you to ...

How to Form a Sub S Corporation in Texas

The term “Sub S Corporation” is a short for a corporation that has elected to be taxed under Subchapter S of the ...

How to Form an LLC in Wyoming

Wyoming law permits the creation of limited liability companies, or LLC’s. A Wyoming LLC combines the limited liability ...

Browse by category
Ready to Begin? GET STARTED