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.

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.

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.

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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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Can an LLC Transfer to Another State?
 

References

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Delaware Nonprofit Filing Requirements

A nonprofit organization issues no shares and distributes no dividends. Because of its nonprofit status, it is eligible for significant state and federal tax benefits, as are its donors. To start a nonprofit organization in Delaware, you must file the appropriate formation documents with the Delaware secretary of state, file for nonprofit status with the IRS and periodically submit certain documents to Delaware and the IRS. Most nonprofit organizations choose to organize as corporations.

How to Transfer Liability From a Sole Proprietorship to a Corporation

A sole proprietorship is a business operated by a single individual and is not registered with any state as a corporate or limited liability entity. A sole proprietorship is easy to set up and maintain, but its major drawback is that the owner-operator is personally liable for the debts and obligations of the business. In contrast, a corporation is a business operated by one or more persons who are registered with the state; a corporation protects its owners from personal liability for company debts and obligations. Thus, most owners of sole proprietorships eventually convert, or consider converting, their businesses to corporations to avoid personal liability.

Comparison of LLC Fees Laws in Delaware Versus Wyoming

You can form an LLC in any state by submitting all documentation required by state law and pay an initial filing fee. In most cases you can also choose to pay a further fee to reserve a business name in advance. Most states charge an LLC for amending essential information once the LLC is operating. Some states also require payment of an annual fee. All fees quoted are valid as of December 2010.

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