Form a Delaware LLC

Who can start an LLC in Delaware?

Anyone, anywhere in the world can file a Certificate of Formation with the Delaware Division of Corporations in order to form a Delaware LLC. The document must be signed by an authorized person of the limited liability company pursuant to Section 18-204 of Title 6, Chapter 18 of the Delaware Limited Liability Company Act. The name of the person must be typed or written legibly underneath the signature.

What is needed to start an LLC in Delaware?

In order to register a Delaware LLC, you need to file the appropriate paperwork with the Division of Corporations, called a Certificate of Formation, as well as pay the required filing fees. Upon proper receipt, the State will process the Certificate of Formation based on workflow and the priority selected at the time of the filing. In anywhere from 1 hr. to about 10 business days, a date and time stamped copy of the Delaware certificate of formation, along with any other certificates requested, will be returned to the submitter.

After the Limited Liability Company Certificate of Formation is processed, additional actions typically need to take place in order to complete the LLC organization. Among other things, LLC’s may need to:

  • Appoint and/or hold an initial meeting of members
  • Adopt an Operating Agreement (sometimes called an LLC Agreement)
  • Make specific tax elections with the IRS

There may be additional industry or regulatory specific requirements to consider as well. A corporate kit is a great tool to help the organizer or initial members(s) address the above matters, and maintain corporate compliance.

What to do start an LLC in Delaware?

Here are 5 comprehensive steps to take in order to form a Limited Liability Company in Delaware.

Step 1: Determine if you will draft and file your own certificate of formation or if you will have someone else do it or help with it. Though that statement seems relatively straightforward, there are many ways to get from A to Z, and options exist that fit every personality and every budget.

Here are three ideas to consider for drafting your Delaware certificate of formation:

  • DIY – Do it yourself through education, organization, and a bit of document drafting. Based on the feedback our experience staff receives, beginners sometimes find the DYI option overwhelming and have reported that in the end they generally didn’t save much money and spend a great deal of time that could have been allocated elsewhere. This option definitely isn’t for everyone. That said, depending on the individual, you may find it a rewarding experience.
  • Use a Service Company – There are several good service companies out there who can help you incorporate. Most of them will charge a fair price to do the preparation and filing of your certificate of formation. Hiring one to handle the bureaucratic and statutory requirements of starting your LLC can end up saving you time and expense, allowing you to focus on what you are passionate about – running your business. That said, you should do your research carefully to make sure you select a service company that will meet your needs now and in the future. In general, a service company should be accessible, reasonable, and back up their work with a guarantee. Most of all they should be able to add value. Give them a call or send them an email. It’s a great way to gauge how they will respond when you really need them!
  • Hire an Attorney or CPA – Never underestimate the value that a good attorney or CPA can add. Not only can they give you legal and tax advice in the beginning, they can continue to add value over the lifetime of your corporation. If a retainer fee or budgetary issues are of concern when forming a startup corporation, explore how you can still build a relationship with these professionals to receive advice in the areas of planning that are critical for you.

Many times it is not one solution, but a combination of all above. It is reasonable to say that some DIY research is necessary. Then leverage the experience and resources of a good service company that can help start, grow and maintain your corporation, as well as the advice of your attorney or CPA in any areas that are necessary.

Step 2: Calculate the costs for stating an LLC in Delaware. The initial charge for filing a Delaware LLC is a flat rate of $90.00. The annual franchise tax is also a flat rate of $300.00. With Agents of Delaware no fee incorporation, the cost of doing business as a Delaware LLC is affordable.

What else can impact the cost to file a certificate of formation in Delaware? Here are some of the many things that may impact your total costs:

  • Total Document Pages – If the document is more than 1 page, you must submit $9 for each additional page.
  • Additional Certificates – You will receive a stamped “Filed” copy of the submitted document. At the time of filing, certified copy or a certificate of good standing may be requested for an additional $50. Apostilles are also available for $80.
  • Processing Speed Requested – Expedited services are available, ranging from 24 to 1-hour processing.

Ultimately, State fees can vary, depending on your specific needs. Please contact our office concerning your specific needs so we can assist you in determining your total costs. Additionally, consult our fee chart.

Step 3: Prepare the Delaware Certificate of Formation. A Certificate of Formation for a Delaware LLC must meet the requirements set forth in accordance with Section 18-201 of the Limited Liability Company Act of the State of Delaware. The following are the minimum requirements in a DE Certificate of Formation:

  • LLC Name – The name of the limited liability company exactly as you want it to appear in the official records at the Delaware Division of Corporations. The name must include the words “Limited Liability Company” or the abbreviation “L.L.C.” or the designation “LLC”. Agents of Delaware will check name availability in Delaware for free. Just send us an email or give us a call and we will be happy to send you the results – all at no cost to you!
  • The Registered Agent Information – The name and street address of the registered agent located in Delaware you are appointing to accept service of process for the limited liability company.
  • Execution Block – The document must be signed by an authorized person of the limited liability company pursuant to Section 18 -204 of Title 6, Chapter 18.  The name of the person must be typed or written legibly underneath the signature.
  • Other Information – The above is all of the information required by statute; however, if you need to add additional information permitted by statute you may include it the certificate of formation that you draft.

Step 4: Submit your filing with the Delaware Division of Corporations. Completely fill out a required filing memo to accompany your certificate of formation. You can send it to the State by mail or courier delivery, or drop it off at the front desk if you happen to be in Dover. Agents of Delaware is one of a handful of commercial registered agents who have a direct electronic connection to the Delaware Division of Corporations. If we are assisting you with your certificate of incorporation, electronic filing is included at no additional cost!

Step 5: Other steps that you may need to consider. Once you’ve received the date and time stamped copy of the certificate of formation back from the State, your Delaware LLC officially exists. While this is true, there may be some other steps you need to consider for your specific circumstances. Such as:

  • Qualification, Foreign registration, or other jurisdictional filings needed where you are transacting business
  • Business licenses
  • Professional licensing, or other regulatory requirements
  • Obtaining an EIN
  • Opening a bank account
  • Insurance
  • Bookkeeping, accounting, legal, technical or other professional services

Remember, everyone’s circumstances are unique. The above list is intended to only bring to your attention some of the factors to consider when starting a limited liability company in Delaware and is not all-inclusive.