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.

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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.

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