How to Form a LLC In Delaware
Do I need a lawyer to Form a LLC in Delaware?
The short answer is no.
The state of Delaware does not legally require a lawyer to form a
Delaware Limited Liability Company (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 a LLC in Delaware
that you're not sure about you should seek the advice of a competent Delaware lawyer, a Delaware accountant,
or a Delaware Business advisor
before you
form a LLC in Delaware.
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 All Business Documents
to perform these services and
save money that you can use in your new
Do I have to Reserve a Company Name before I Form a LLC in Delaware?
You are not legally required to reserve a Company Name for a new Delaware LLC before you submit your application to
Form a LLC in
Delaware.
Whether or not you need to reserve a company name for your new Delaware LLC depends entirely on your business situation.
The Delaware Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Delaware Company Name.
What if the Delaware LLC Name I want is already taken?
If the Name you have chosen for your new Delaware LLC is already in use by a currently active
Delaware Corporation or LLC, and you still want to use that LLC Name, then you will have to register a DBA Name with the county recorder in each Delaware county in which you want to do business. "DBA" is an abbreviation for "
Doing
Business
As."
We verify that the Name you have chose for your new Delaware LLC is available
before we submit
your new LLC filing to the Delaware Secretary of State.
If necessary we can register a DBA Name in Delaware for you so that you can open your new Delaware business as quickly as possible.
What do I have to do BEFORE I Form a LLC in Delaware?
- Choose a name for your Delaware LLC
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
registered Delaware business entity, such as a Delaware Corporation or LLP.
The LLC 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.
The name of a Delaware LLC must include the word "LLC" or
"Limited Liability Company" or an abbreviation of one of these words.
It's important to choose a good name for your Delaware LLC because if you want to change it after you
Form a LLC in Delaware you will have to file amended Articles of Organization with the Delaware Secretary of State (and pay a fee).
Our Delaware LLC services include:
- Check to make sure that your Delaware LLC name is available
- Make sure your Delaware LLC name conforms to state of Delaware regulations
- Reserve your Delaware LLC name with the Delaware Secretary of State if necessary
- Select an official address and a Registered Agent for your Delaware LLC
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" or "Agent for Service of Process".
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 or to provide a distinct level of privacy.
We offer Registered Agent Services for your Delaware LLC as part of our Delaware LLC Formation Services
- Determine who will be Members and who will Manage your Delaware LLC
The owners of a Delaware LLC are called Members - not Partners or Shareholders.
(a Delaware Limited Liability Company does 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.
- Determine how you want your Delaware LLC to be taxed
The IRS does not recognize a Limited Liability Company 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.
We can prepare the S Corporation election form for your Delaware LLC and include it with
your LLC documents.
- File Articles of Organization with the Delaware Secretary of State
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.
We can prepare and file your Articles of Organization with the Delaware Secretary of State.
- Get a Federal Employer Identification Number (FEIN) for your Delaware LLC
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 a 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 a FEIN 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.
We can get a FEIN for your new Delaware LLC as soon as it is approved by the Delaware Secretary of State.
What do I have to do AFTER I Form my Delaware LLC?
- Conduct an Organizational Meeting and adopt an Operating Agreement
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
- Management duties
- Meeting requirements
- Voting requirements
- Admission and termination of Members
- Dissolution procedures
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.
We can create an Operating Agreement for your new Delaware LLC which is customized for your specific business and complies with
all Delaware Secretary of State requirements.
- Open a Business Bank Account in Delaware
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 for your Delaware Limited Liability Company.
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.
- Obtain Business Licenses from the cities and counties in which you plan to do business
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 owner's 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.
We can research and identify the business licenses and permits which your Delaware LLC will require.
- File the required Delaware LLC reports
The Delaware Secretary of State has no Annual Report filing requirements for Delaware LLCs.
Although a Delaware LLC is not required to file an Annual Report with the Delaware Secretary of State, all Delaware LLCs are required to pay an annual tax of $250.00.
Taxes for a Delaware LLC are due on or before June 1 of EACH year.
The Delaware Secretary of State has no Annual Report filing requirements for Delaware LLCs.
Although a Delaware LLC is not required to file an Annual Report with the Delaware Secretary of State, all Delaware LLCs are required to pay an annual tax of $250.00.
Taxes for a Delaware LLC are due on or before June 1 of EACH year.
If a Delaware LLC does not pay its taxes on time that DE LLC will be liable for a late payment of $200.00 with interest.
The Delaware LLC Annual Report includes basic information about your Delaware LLC including
information on your Members and Officers.
Failure to submit a properly completed Delaware to the Delaware Secretary of State on or before the
due date may subject your 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.
In addition,
penalties may accrue if you fail to file any Delaware LLC Annual Report to the Delaware Secretary of State
by the due date.
- Keep proper records of your Delaware LLC on file
Keep the following records on file and available at the principal business office of your Delaware LLC:
- Names and addresses of all Members and Managers 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
- Copies of any LLC Resolutions which have been adopted by the Delaware LLC
What information do I need in order to Form a LLC in Delaware?
In order to Form a LLC in Delaware you'll need the following information about your new Company:
- The name of your new Delaware LLC along with your second choice of a name in case the name that you want is not available
- Physical address of the LLC office in Delaware (not a PO Box)
- Name and address of your Delaware Registered Agent (not a PO Box)
- When your Delaware LLC will start and when it will cease to exist (normally the LLC starts on the date the application is filed and will exist perpetually)
You do not have to name the Members of a Delaware LLC in the Articles of Organization.
While you are not required to name the Members of a new Delaware LLC you still may include Member information with your initial
Delaware LLC filing.
Note that
ALL the information that you provide when you Form a LLC in Delaware becomes part of the public record.
The less information that you make public the better.
Our data entry forms include the
absolute minimum amount of information that is required in order to Form a Limited Liability Company in Delaware.
How long does it take to Form a LLC in Delaware?
Processing times for new Delaware LLC applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Delaware takes the state around 10-15 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Delaware LLC.
PLEASE NOTE: WE CANNOT GUARANTEE DELAWARE SECRETARY OF STATE PROCESSING TIMES.
We are dependent on, and have no control over, the staff and systems of the Delaware Secretary of State.
In our experience 10-15 business days is the time it
usually takes the Delaware Secretary of State to process
a new Delaware LLC application.
We get your Delaware LLC application to the DE Secretary of State ASAP. Once it is at the state we have no control over the new Delaware LLC application process.
Are there any Expedited Processing Options for new DE LLC Filings?
The Delaware Secretary of State offers four expedited processing options for your new Delaware LLC application:
- $1,000 - One hour service
- $500 - Two hour service
- $200 - Same day service
- $100 - Next day service
We recommend paying extra to have your Delaware LLC filing expedited.
That way you can be registered on the same or next day that you submit your new LLC filing to the Secretary of State.
How much does it cost to Form a LLC in Delaware?
The state of Delaware charges $180.00 to form a new LLC.
This is the cost of filing and getting a Certified Copy of your Articles of Organization from the DE Secretary of State.
If you choose All Business Documents to help you form your LLC in Delaware, our processing fees are $125.00.
We start processing your new Delaware LLC order as soon as we get it.
Total cost includes:
- DE Name Check and Verification
- Prepare Articles of Organization
- File Articles of Organization with the Delaware Secretary of State
- Certified Copies of Articles
- Delaware LLC Checklist
- Priority Mail Delivery
- Unlimited Customer Support
What is Delaware Foreign LLC Qualification?
You want to do business in the state of Delaware but are registered as a Domestic LLC in another state.
In order to legally conduct business in the state of Delaware you must register with the Delaware as
a Delaware Foreign LLC.
The process of registering as a Foreign LLC in the state of Delaware is called Delaware LLC Foreign Qualification.
The process of Delaware LLC Foreign Qualification is similar to the process of forming a Domestic LLC in the state of Delaware.
Your original formation documents (usually called Articles of Organization) and LLC Operating Agreement apply to your Delaware Foreign LLC.
The Members and Managers of your Domestic LLC have the same roles in the Delaware Foreign LLC.
If you are ready to Form a Delaware LLC, choose which Delaware
LLC options that you want below then click the Next Step button.
If you have any questions regarding our Delaware LLC Formation services you can call us at
855-771-2477 or email us at
CorpServices@AllBizDocs.com.
Delaware LLC Cost Estimator
Our DE LLC Services include:
(These services are included in our processing fees)
Optional Delaware LLC Services
(Choose options, cost is updated automatically)
-
Expedited Service
explain
Normal processing time for a new Delaware LLC is 10-15 business days.
The Delaware Secretary of State offers four expedited processing options for your new Delaware LLC application:
- $1,000 - One hour service
- $500 - Two hour service
- $200 - Same day service
- $100 - Next day service
We recommend paying extra to have your Delaware LLC filing expedited.
That way you can be registered on the same or next day that you submit your new LLC filing to the Secretary of State.
This is the time by which the Delaware Secretary of State will either approve or deny the LLC application.
Delaware LLC applications must be received by the Secretary of State before noon Delaware time for the process to start that day.
Another way to expedite your order is to choose the Express Mail option.
The Express Mail option can cut document delivery times in half.
-
- Express Mail - $35
explain
If you really need your original approved Articles of Organization in your hands quickly, the
Express Mail option can cut the delivery time in half.
The Express Mail option has no effect on the Delaware Secretary of State's processing time. For the quickest turn-around time also choose the Expedited Service option.
-
S-Corporation Election - $50
explain
S Corporations are taxed differently than C Corporations.
With an S Corporation, business profits may be "passed through" directly to the shareholders.
This avoids the double tax on both corporate and shareholder profits.
S Corporations do not pay any Delaware Corporate Income Tax.
We can prepare the S Corporation Election form for you and include it with your Incorporation documents.
-
DE Registered Agent - $135
explain
Every Delaware LLC is required to have an address within the state of Delaware 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 LLC is called a Registered Agent.
You may act as your own Registered Agent, however, many LLCs hire a Registered Agent because they don't have a physical address within
Delaware or to provide a distinct level of privacy.
We can act as your Delaware LLC Registered Agent.
This is an annual service.
We will forward all correspondence to you and will remind you when it is time to renew your DE Registered Agent services.
-
Customized Operating Agreement - $75
explain
An Operating Agreement defines the rules by which a Delaware LLC must operate.
Operating Agreements may include requirements for profit sharing, ownership responsibilities and almost anything else that
involves the management and operation of the Delaware LLC.
Although an Operating Agreement is not required in the state of Delaware, it is highly advisable to have one for your Delaware LLC.
As your Delaware LLC grows over time, you may amend your Operating Agreement as necessary.
You do NOT file an Operating Agreement with the Delaware Secretary of State. It should be stored in a secure location along with your other LLC documents.
-
DE Good Standing Certificate - $101
explain
A Delaware Good Standing Certficate is proof of the existence of your new Delaware LLC.
The Certificate is issued by the Delaware Secretary of State and is proof that your DE LLC is not behind on any
of its Delaware Secretary of State Corporate obligations.
A Delaware Good Standing Certificate is often required for loans, to apply for business licenses, or for tax or other business purposes
in the state of Delaware or in any other state.
We can get your Delaware Good Standing Certificate immediately after the Delaware Secretary of State has approved your Articles of Organization.
-
Federal EIN - $65
explain
An FEIN is like a Social Security Number for your Delaware LLC.
We can get your FEIN on the same day that your Articles of Organization are approved by the Delaware Secretary of State.
You can get your FEIN before your articles are approved by the Delaware Secretary of State but it's a good idea to wait until
after approval.
Your filing may be rejected or the LLC name that you want may not be approved.
Changing information on an FEIN filing is not a trivial exercise with the IRS.
-
LLC Kit and Seal - $99
explain
While you're not required to have a LLC Kit and Seal for your new Delaware LLC they do come in handy.
The DE LLC Kit consists of a beautiful customized binder, member certificates, a member ledger
and your custom LLC Seal.
The LLC Seal is used to emboss important company documents, such as member certificates.
The binder also includes dividers so you can use it for all of your Delaware LLC record keeping.
-
Business License Research - $175
explain
Most new Delaware LLCs are required to get some kind of state, regional or local permits or business licenses.
The task to figure out exactly what you need can be daunting.
We can determine exactly which forms you need to fill out, fill them out for you and file the forms with the appropriate government agency
where possible.