Forms Needed to File for an LLC in the State of Delaware

By Calandra Cooper

Required forms necessary for the formation of a limited liability company in the state of Delaware greatly depend on whether or not the applicant is registering for the first-time, converting to an LLC, making changes to existing records to keep an existing LLC valid in the state or applying to revive status as a LLC. Delaware provides an array of self-explanatory forms that are available for public download from its Department of State: Division of Corporations website (see Resources) to meet those needs.

Required forms necessary for the formation of a limited liability company in the state of Delaware greatly depend on whether or not the applicant is registering for the first-time, converting to an LLC, making changes to existing records to keep an existing LLC valid in the state or applying to revive status as a LLC. Delaware provides an array of self-explanatory forms that are available for public download from its Department of State: Division of Corporations website (see Resources) to meet those needs.

Naming The LLC

Reserving a name for a LLC is optional in the state of Delaware. An advantage to reserving a name is that doing so guarantees the name is held for 120 days while members finalized operating plans. Use form “Application for Reservation of Limited Liability Company Name” to reserve a name.

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Forming or Reviving The LLC

Registering an entity in the state of Delaware as a LLC requires the filing of a “Certificate of Formation of a Limited Liability Company” or a “Certificate of Registration of a Foreign Limited Liability Company” form with the Delaware Secretary of State. The appropriate form depends on whether or not the entity is domestic, which means it operates in the state in which it was organized, or is foreign, meaning it operates in a state other than the one in which it was formed. Delaware doesn’t require the filing of an operating agreement. The "Certificate of Revival Limited Liability Company" form is used in the event the entity loses its status as a LLC in Delaware and wishes to re-apply.

Submitting The Paperwork

Submit a cover memo, also called a “filing memo” or “document filing sheet”, with the “Certificate of Formation” or “Certificate of Registration” form. A “Certificate of Status” or “Certificate of Good Standing” isn’t required when registering a LLC in Delaware. However, if the financial institution requires verification of good standing to open a bank account in the name of the LLC, order the certificate at the time of filing by requesting the certificate in the comment section of the cover sheet.

Converting An Entity

In Delaware, domestic and non-Delaware entities, including corporations, partnerships, limited partnerships, statutory trusts and non-Delaware limited liability companies, may convert from their prospective entity types to a Delaware limited liability company by completing the appropriate "Certificate of Conversion" form.

Maintaining LLC Records

To adhere to Delaware’s Limited Liability Company Act, information on file with the secretary of state must remain current and accurate. To change information related to the LLC, such as registered agent information and location or correcting information on the initial registration forms, use the forms “Change of Agent” and “Certificate of Corrections” respectively.

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References

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