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PCF makes it fast, easy and cost-efficient to Form a LLC in Delaware
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AND keep up with recurring Delaware LLC requirements
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PCF has helped thousands of businesses successfully form a LLC Online
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Choose PCF to help you form your Delaware LLC and we will notify you each year well in advance of the due date for
any required Delaware LLC reporting requirements
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If you're ready to form a Delaware LLC online now
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Check our Delaware LLC options and prices
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If you need more information about forming a Delaware LLC online, the information below may help you understand the requirements and implications of
forming a LLC in Delaware.
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Do I need a lawyer to form a Delaware Limited Liability Company (LLC)
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The short answer is no.
The state of Delaware does not legally require a lawyer to form a
Delaware LLC.
Our detailed LLC Information page may help you understand some
of the implications of forming a Delaware LLC.
However, if there is anything about forming an LLC in Delaware
that you're not sure about you should seek the advice of a competent Delaware lawyer, a Delaware accountant,
or both before you form a LLC in Delaware.
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Once you have made the decision to form a LLC in Delaware, a Delaware lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new Delaware LLC.
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Put the money you save with PCF right where it belongs
into your new Delaware LLC
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form a Delaware Limited Liability Company (LLC)
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1. Choose a name for your Delaware LLC
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- PCF will check to make sure that your Delaware LLC name is available, conforms to state of Delaware LLC naming
regulations, and will reserve the LLC name with the Delaware Secretary of State.
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Your Delaware LLC name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Delaware LLC name that you choose must be distinguishable from the name of any other registered Delaware LLC or other
business entity and the name must also be different from any reserved names on record with the state of Delaware.
Your Delaware LLC name must not imply that it was formed for a purpose other than that stated in your
Articles of Organization and your Delaware LLC name must not be a name that is likely to mislead the public.
Your Delaware LLC name must contain, as the last words of the name, "Limited Liability Company" or the abbreviation
"L.L.C." or "LLC".
The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co."
It's important to choose a good name for your Delaware LLC because if you want to change it after you form your Delaware LLC you
will have to file amended Articles of Organization with the Delaware Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your Delaware LLC
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- PCF can act as the official Registered Agent for your Delaware LLC.
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Every Delaware LLC must have an address that is physically located in the state of Delaware.
This address is "registered" with the Delaware Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Delaware to receive all correspondence on behalf of the Delaware
LLC is called a "Registered Agent".
You may act as your own Registered Agent, however, many Delaware LLCs hire a Registered Agent because they don't have a physical
address within the state of Delaware.
Some Delaware LLCs hire an outside Registered Agent to provide a distinct level of privacy.
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3. Determine who will be Members and who will Manage your Delaware LLC
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- PCF will include Guidelines for Managers in your Delaware LLC documents.
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The owners of a Delaware LLC are called Members - not partners or shareholders.
(Delaware LLCs do not issue stock).
Members make all business decisions and realize the financial benefits generated by the Delaware LLC.
Division of ownership and distribution of profits are decided by private agreement among the members.
Each Delaware LLC must have at least one member.
Members need not live in the state of Delaware or be citizens of the United States.
Managers are responsible for the day to day operation of the Delaware LLC.
Members elect or appoint Managers and have the power to remove them.
Managers may or may not be Members of the Delaware LLC.
Management for your Delaware LLC may be defined in your Articles of Organization or, more commonly, in an Operating Agreement.
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4. Determine how you want to be taxed
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The IRS does not recognize an LLC as a classification for federal tax purposes.
Delaware LLC members can elect for the IRS to tax the LLC as a sole proprietorship, partnership, C Corporation, or S Corporation.
This decision may be made after the Delaware LLC is created.
If a single member Delaware LLC does not declare a tax classification it is taxed the same as a sole
proprietorship.
A multiple member Delaware LLC that does not declare a tax classification is taxed as a general partnership.
More specific federal LLC tax information can be found at the
IRS web site.
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| The Delaware Corporate Income Tax Rate is 8.7%. For Delaware Corporate Tax Information click here. |
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5. File Articles of Organization with the Delaware Secretary of State
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- PCF can draft Articles of Organization that are specific to your Delaware business and file them with the Delaware Secretary of State.
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A Delaware Limited Liability Company is a type of business that is authorized by the state of Delaware - not by the federal government.
In order to form a LLC in Delaware you must file Articles of Organization with the Delaware Secretary of State.
The Articles of Organization must include certain specific information about your Delaware LLC.
If the Articles do not conform exactly to state of Delaware requirements they will be rejected.
You may subsequently amend the Articles of Organization for your Delaware LLC but you will have to pay a fee to the state of
Delaware in order to make the changes official.
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6. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your Delaware LLC.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Delaware LLC.
All Delaware LLCs electing to be taxed as a C-Corporation or S-Corporation are required to have an FEIN.
If you do not elect to have your Delaware LLC taxed as a Corporation you may still need to get a FEIN if it is composed of multiple members or
if you plan to have employees.
If you plan to form a single-member Delaware LLC you may not need a separate FEIN for the LLC if you have no employees.
The sole member of a single member Delaware LLC may be able to use his or her Social Security Number instead of applying for an FEIN.
You may request an EIN for your Delaware LLC for banking or state tax purposes, but an FEIN may not be required for federal tax purposes depending
on your business circumstances.
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What do I have to do after I form my Delaware LLC
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1. Conduct an Organizational Meeting and adopt an Operating Agreement
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- PCF can draft an initial Operating Agreement for your Delaware LLC that is based on your specific Delaware
business requirements.
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An Operating Agreement defines the rules by which your Delaware LLC will operate.
It is the core document that is referred to when issues concerning your LLC need to be resolved.
Operating Agreements may include requirements for almost anything that involves the management and operation of your Delaware LLC.
By having an Operating Agreement all Members will be provided with a clear set of rules they have agreed upon thus reducing the likelihood of
disagreement in the future.
Items commonly included in an Operating Agreement for a Delaware LLC:
- Rights and duties of Members
- Member contributions
- Record keeping and reporting requirements
- Distribution of profits
- Allocation of losses
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- Management duties
- Meeting requirements
- Voting requirements
- Admission and termination of Members
- Dissolution procedures
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Although an Operating Agreement is not required in the state of Delaware, if you plan to form a multiple member Delaware LLC
it is highly advisable to have one.
Having an Operating Agreement will save you a lot of time and money should conflict arise down the line.
As your Delaware LLC grows over time, you may amend your Operating Agreement as necessary.
When your Delaware LLC has an Operating Agreement your business will be governed by your own rules and not some canned business rules created by
the state of Delaware.
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2. Open a Business Bank Account in Delaware
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It's very important that you have a separate business bank account for your Delaware LLC.
Mixing personal and business funds may get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
In most cases you will need a FEIN, a copy of your Delaware LLC Articles of Organization, and a resolution identifying authorized signers
if those names are not listed in the Articles.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a Delaware LLC doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Delaware LLC merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Delaware LLC you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Delaware LLC vary depending on your business activities
and the specific locations within the state of Delaware in which you want to conduct business.
If your Delaware LLC will be selling products in Delaware you may be required to obtain a Reseller's Permit from the appropriate
Delaware state agency.
If your Delaware LLC will be selling products in Delaware you will also be responsible for all applicable local and state of Delaware
sales taxes if there are any.
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4. File the required Delaware LLC reports
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Each Delaware LLC must file an Annual Report with the Delaware Secretary of State.
The Delaware Annual Report includes basic information about your Delaware LLC.
Failure to submit a properly completed Delaware Annual Report to the Delaware Secretary of State on or before the
due date may subject the Delaware LLC to being administratively dissolved in the state of Delaware or having its authority to
transact business in the state of Delaware revoked by the Delaware Secretary of State.
Penalties may accrue if you fail to file any Delaware LLC Annual Report to the Delaware Secretary of State
by the due date.
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5. Keep proper records of your Delaware LLC on file
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Keep the following records on file and available at the principal business office of your Delaware LLC:
- Names and addresses of all Members and Officers of the Delaware LLC
- Articles of Organization for the Delaware LLC and any Amendments to them
- Copies of all tax returns and reports for the Delaware LLC for the last 3 years
- If the Delaware LLC has an Operating Agreement, a copy of the Operating Agreement and any Amendments
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Delaware Foreign LLC Qualification
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You want to do business in the state of Delaware but are registered as a Domestic Corporation or LLC in another state.
In order to legally conduct business in the state of Delaware you must register with the Delaware Secretary of State as
a Delaware Foreign Corporation or LLC.
The process of registering as a Foreign Corporation or LLC in the state of Delaware is called Delaware Foreign Qualification.
The process of Delaware Corporation or LLC Foreign Qualification is similar to the process of forming a Domestic Corporation or LLC in the state of Delaware.
Your original formation documents and Corporate Bylaws, or Operating Agreement for LLCs, apply to your Delaware Foreign Corporation or LLC.
The Board of Directors and Officers of your Domestic Corporation, or Members and Managers in the case of LLC, have the same roles in the Delaware Foreign Corporation or LLC.
For specific requirements to qualify as a Foreign LLC in the state of Delaware click here.
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