Formation of a LLC in Delaware requires three basic steps: choosing an available name, appointing a registered agent and filing a certificate of formation. If your LLC ‘s principal place of business and operations will be outside Delaware, there is no further action to take in Delaware to form your LLC. However, if your LLC intends to operate within Delaware, there are further filing requirements with Delaware state agencies for your LLC to legally engage in business.
LLC Name Requirements and Availability
Delaware law sets forth basic name requirements for an LLC. The name for any LLC must include either "limited liability company," the abbreviation "L.L.C.," or the designation "LLC." Your LLC’s name must also be distinguishable from any other name on record with the secretary of state. You can check the availability of your LLC’s name by using the Entity Search feature on the secretary of state’s website (see References). This feature provides a list of both active and inactive entities in the secretary of state’s database for no charge.
Registered Office and Agent
All Delaware LLC’s must have a registered office within the state of Delaware and a registered agent who consents to receive all documents legally served to your LLC such as a summons or complaint in a civil lawsuit. A unique aspect of Delaware law is that your LLC can act as its own registered agent, as long as your LLC’s principal place of business and operations are within the state. If your LLC is conducting business solely out of state, then a registered agent authorized under Delaware law will have to be appointed. The secretary of state’s website provides a list of authorized registered agents in Delaware (see References).
Filing Certificate of Formation
After determining the name and registered agent for your LLC, you can file the certificate of formation required by the secretary of state. Your LLC's name and registered agent are the only information required for completing the certificate. You can download a certificate of formation form from the secretary of state’s website (see Resources). Once you fill out the certificate of formation, it must be physically delivered to the secretary of state’s office. The filing fee, as of November 2010, is $90. Your LLC will also have to pay an annual tax by June 1st of each year, which is $250 as of 2010.
One Stop Business Registration and Licensing
There are no further formation requirements for your Delaware LLC, if its business operations are conducted outside of the state of Delaware. However, if your LLC engages in business in Delaware, or has at least one employee who works in Delaware, there are additional registration requirements such as with the Division of Revenue and the Department of Labor. The state of Delaware maintains a website called One Stop Business Registration and Licensing, which features a registration system to facilitate these filing requirements (see Resources).
- Delaware: Division of Corporations - Delaware: Division of Corporations - Registration Process Flow Chart
- Delaware Code: § 18-102 - Name set forth in certificate
- Delaware: Division of Corporations - Entity Search
- Delaware Code: § 18-104 - Registered office; registered agent
- Delaware: Division of Corporations - Registered Agents
- Delaware: Division of Corporations - Tax Information