How to Form an LLC in Delaware.
Delaware Department of State—Division of Corporations
401 Federal Street—Suite 4
Dover, DE 19901-3639
Statutory Authority: Delaware Limited Liability Company Act — Del. Code Tit. 6 § 18-101 (2013)
Delaware LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Certificate of Formation.”
3. Complete the “Document Filing Sheet.”
4. Submit the completed documents, along with a photocopy of each and filing fees, to the Delaware Department of State.
Delaware Certificate of Formation
The following information is legally necessary and sufficient to form a limited liability company in Delaware:
1. Company name
2. Registered agent name and address
3. Name, address and signature of each authorized person
Delaware LLC Fee Schedule
Application for Reservation of Limited Liability Company Name: $75.00
Certificate of Formation: $90.00
Foreign Certificate of Registration: $200.00
Expedited Service: $50.00—24 hours, $100.00—same day, $500.00—2 hours, $1,000.00—1 hour
Certified Copy: $50.00
Franchise Tax: $250.00
Business License: Varies
Certificate of Cancellation: $200.00
Your company name must end with a limited liability company designator. In Delaware the specific limited liability company designators are: “Limited Liability Company” “L.L.C.” “LLC”
Conduct an entity name search on the Delaware Department of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing a “Corporate Name Reservation Application” and paying a name reservation fee of $75.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Delaware requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Delaware resident or active Delaware business entity that has a Delaware street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Delaware resident and have a Delaware street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Delaware limited liability company. Nevertheless, Delaware permits you to add other provisions to your Certificate of Formation as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open a company bank account.
5. Create and maintain a company records book.
6. Pay annual franchise tax of $250.00.
Registering as a Foreign Entity in Delaware
1. Complete a “Certificate of Registration of a Foreign Limited Liability Company” form.
2. Attach a “Certificate of Existence” (dated within six months prior to filing the Registration Certificate) from the foreign limited liability company’s jurisdiction of formation.
3. Submit the completed documents, along with the $200.00 filing fee, to the Delaware Department of State—Division of Corporations.
Dissolving a Delaware LLC
1. You must contact the Delaware Franchise Tax Section concerning any taxes due at the time of cancellation (dissolution).
2. Complete the “Certificate of Cancellation” form.
3. Submit the completed “Certificate of Cancellation”, along with a check for the tax payment, if necessary, to the Delaware Department of State—Division of Corporations.