Do I need a lawyer to Form a LLC in Delaware? |
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The short answer is no.
The state of Delaware does not legally require 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 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
Delaware Limited Liability Company.
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Do I have to Reserve a Company Name before I Form a LLC in Delaware?
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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.
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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.
Click here for more information on
Delaware Company Name Reservation
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What if the Delaware LLC Name I want is already taken?
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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.
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What do I have to do to Form a LLC in Delaware?
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6 things you have to do in order to Form a LLC in Delaware.
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6 things you have to do in order to Form a LLC in Delaware.
1. Choose a name for your Delaware LLC
2. Select an official address and a Registered Agent for your Delaware LLC
3. Determine who will be Members and who will Manage your Delaware LLC
4. Determine how you want your Delaware LLC to be taxed
5. File Articles of Organization with the Delaware Secretary of State
6. Get a Federal Employer Identification Number (FEIN)
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1. Choose a name for your Delaware LLC
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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
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).
We will:
- 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
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2. Select an official address and a 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" 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 can act as the official Registered Agent for your Delaware LLC.
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3. Determine who will be Members and who will Manage your Delaware LLC
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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.
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4. Determine how you want your Delaware LLC to be taxed
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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.
- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Delaware LLC and include it with
your LLC formation documents.
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5. File Articles of Organization 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.
- We can prepare and file your Articles of Organization with the Delaware Secretary of State.
We've been doing it for over 10 years.
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6. Get a Federal Employer Identification Number (FEIN)
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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 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 Delaware LLC as soon as it is approved by the Delaware Secretary of State.
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What do I have to do after I form my Delaware LLC? |
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5 things you have to do after you Form a LLC in Delaware.
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5 things you have to do after you Form a LLC in Delaware.
1. Conduct an Organizational Meeting and adopt an Operating Agreement
2. Open a Business Bank Account in Delaware for your DE LLC
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. File the required Delaware LLC reports
5. Keep proper records of your Delaware LLC on file
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1. Conduct an Organizational Meeting and adopt an Operating Agreement
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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 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.
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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 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 prepare the necessary forms for your required business licenses and permits and include them in your Delaware LLC package.
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4. File the required Delaware LLC reports
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Each Delaware LLC must file a with the Delaware Secretary of State.
The Delaware includes basic information about your Delaware LLC.
Failure to submit a properly completed Delaware 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 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 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
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What information do I need in order to Form a LLC in Delaware? |
In order to Form a LLC in Delaware you'll need certain specific information about your new Company
including the LLC name and address; and the name and address of the new Delaware LLC's Registered Agent.
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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 addess of the LLC office in Delaware (not a PO Box)
- Name and address of your Delaware Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with your Delaware LLC
- 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.
Remember - ALL the information that you provide when you Form a LLC in Delaware becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a Limited Liability Company in Delaware.
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How long does it take to Form a LLC in Delaware? |
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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 Articles of Organization takes the state around 10 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.
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PLEASE NOTE: WE CANNOT GUARANTEE DELAWARE SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Delaware Secretary of State.
In our experience 10 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.
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Are there any Expedited Processing Options for new DE LLC Filings?
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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
- $100-$200 - Same day service
- $50-$100 - Next day service
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How much does it cost to Form a LLC in Delaware? |
The state of Delaware charges $210.00 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 Documemnts 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:
- Name Check and Reservation
- 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
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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 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
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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 Secretary of State 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 Corporate Bylaws apply to your Delaware Foreign LLC.
The Members and Managers of your Domestic LLC have the same roles in the Delaware Foreign LLC.
Click here for specific requirements for
Delaware LLC Foreign Qualification.
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