Forming a Delaware limited liability company
The actual steps you take to form a Delaware limited liability company are pretty simple if you follow the instructions below. To get a bit more information regarding LLCs, like some of the pros and cons, instructions on getting an EIN for banking/tax purposes, and sample bylaws, check out the kit available for $34.95.
1. Check if the LLC name you want is available
Your first step in setting up an LLC is to check if the name you want to use is even available. To do this, you can use the Delaware Secretary of State’s Division of Corporations search form at:
https://delecorp.delaware.gov/tin/GINameSearch.jsp
By entering the name you want to use in the search form, you’ll be able to see if there’s another business already using the name that you want. You can’t use a name, by the way, that’s the same or deceptively similar to another existing LLC’s name.
2. Download the application to form an LLC from the Delaware Division of Corporations web site.
You may fill it in online or print and write in information. The URL, or web page address, for this form (see Figure 2) is as shown below.
http://corp.delaware.gov/llcform09.pdf
Note: You can also request forms be mailed to you. This form is available at the Department of State’s web site at:
http://corp.delaware.gov/form-mail.shtml
The online form looks the same as the paper form, however, with the online form, you can fill it out using your computer and then print it out and mail in.
3. Identify the name you want to use for your new LLC
After you download and print the LLC application form, you’re ready to fill the form out.
Enter your business or investment name into top line labeled, “First: The Name of the Limited-Liability Company.” This name must include the phrase “Limited Liability Company” or the abbreviation “L.L.C.” or the designation “LLC.” For example, all of the following names should be acceptable:
- Acme Explosives Limited Liability Company
- Acme Explosives LLC
- Acme Explosives L.L.C.
4. Give the LLC’s street address
In the area, beneath the Name of Limited Liability Company (LLC) box, enter the street address and, if appropriate, the mailing address of the LLC.
5. Identify the registered agent
The state of Delaware wants to know the name and contact information for a real person within the state of Delaware that the state can contact if it has questions or concerns about an LLC’s operation. You can pay someone else to be this registered agent, but it’s really easiest and cheapest to just be your own registered agent.
Accordingly, enter your name and address beneath the address of the registered office in the section labeled, “Second: The Name of its Registered Agent…”
Note: If you do want or need someone else to be your registered agent, just Google on the phrase, “Delaware registered agents.” Note, too, that if you use a Delaware accountant or bookkeeper to do your tax returns, he or she will probably happily provide a registered agent service along with the tax preparation services.
6. Specify the effective formation date
Use the third line to specify whether the LLC should be formed on some future date or when the State of Delaware files the LLC application. Usually, you just want to form the LLC as soon as possible, so leave this line blank.
7. List all other matters
The fourth line of the form is dedicated to all other matters. The following is a list of items you may wish to address on line four.
A. How will the LLC be managed?
This can include how your LLC will be managed. Will all members or owners manage the company, or just a few? To indicate how your LLC will be managed you may wish to list whether it will be managed by mangers or members, and then list the appropriate names.
B. Identify the people forming the LLC
Delaware also wants to know the names and contact information for the person or people organizing the LLC. To provide this information, enter the names and addresses of the organizer or organizers into the boxes labeled, “Names Addresses, of Manager(s) or Members.”
8. Accept certificate of formation
Sign and date the form to accept the formation of the LLC listed.
9. Create a cover letter
In order to process your application in a timely manner, the Delaware Department of State wants you to include a cover letter. Please include your name, address and telephone/fax number.
10. Mail in the application
After you complete the Application to Form a Limited Liability Company, mail the completed form and a check for $90 to:
Delaware Secretary of State
Division of Corporations
401 Federal Street, Ste. 4
Dover, DE 19901
Fax: (302) 739-3812 (If paying by credit card)
If you desire a certified copy back, enclose an additional $50. Processing lead times vary, but in general, it can take several weeks to get your LLC certificate back from the Secretary of State’s office. Expedited service is available; $100 additional for same day turnaround, $50 additional for 24 hour turnaround.
Questions may be directed to (302) 739-3073.
