How to Start an LLC in Delaware: If you’re looking to start a Delaware LLC, you’ve come to the right page. Setting up an LLC is easy and cost-effective. To form an LLC, you must follow a few steps that include naming your LLC, hiring a registered agent, filing your formation documents, doing the operating agreement, and finally obtaining the EIN. You can easily set up your LLC at a very low cost in Delaware. Though, you must pay the mandatory state filing fee. These fees and charges can be tax deductible, making the LLC formation cost almost negligible.
On this page, You’ll find all the steps that must be taken to ensure that your Delaware LLC has been correctly formed. We recommend you read the whole article very carefully, word by word, don’t miss anything 🙂
On this page, you’ll learn about the following:
- How to Start an LLC in Delaware
- After Starting Your Delaware LLC
- Delaware Foreign LLC
- Delaware LLC Formation Review
How to Start an LLC in Delaware
An LLC (aka Limited Liability Company) is a hybrid business entity combining a corporation’s characteristics with a partnership or sole proprietorship. It separates your personal assets from your business assets, thus giving you personal asset protection. For an LLC, members’ personal assets are not affected by business debts. However, in some cases, if the LLC is sued for business debts, courts might pierce the corporate veil and use the owner’s personal assets to meet their corporate liabilities.
If you wish to start an LLC, you must file your Certificate of Formation with the State and pay a filing fee of $90. While it’s the most important step, it’s not the only one. There are 4 other crucial steps to follow to get your LLC formed in Delaware. Below mentioned all 5 steps that explain everything you need to do to start a Delaware LLC in 2023. Let’s get started! You can always hire a professional LLC formation service in Delaware to set up your LLC instead of doing it alone; a Pro service will ensure everything is done properly.
Step 1: Decide a Name for Your Delaware LLC
The first step while forming a limited liability company in Delaware is to give a proper name to your LLC. Before you name your business, you must know that the name should be easy to remember, available in the state, and follows all the LLC naming guidelines.
LLC Naming Guidelines in Delaware
There are a few specific requirements all the LLCs in Delaware have to follow while naming their Company. Some of the most important requirements are as follows:
- Your business name should be available, and no other existing business in Delaware can have the same name. LegalZoom offers unlimited business name searches without any hassle.
- “Limited Liability Company”, “LLC”, “L.L.C.”, “LC”, “L.C.”, and “Limited Company” – any one of these has to be used as a suffix in your business name.
- You cannot use any name for your business that is confusing or misleading. Terms such as “Treasury”, “State Department”, “FBI”, “CIA”, etc. shouldn’t be included.
- Terms like “Bank“, “University“, “Attorney“, “Doctor“, etc can be added only after the additional requirements by Delaware State Government are fulfilled.
- (Optional) It’s better to name your business something for which your desired domain is available.
|Important Links –||Submit Offline Form to –|
|Delaware Business Entity Search – Online Name Search|
Name Reservation Form – PDF
Delaware LLC Name Search Guide – Instructions
Name Availability Standards – Guidelines
|Delaware Division of Corporations|
401 Federal Street – Suite 4
Dover, DE 19901
Reserve Business Name for Future
If you do not wish to file your LLC right now, but want to hold the name you have decided, then you can reserve your LLC name for 120 days. To keep the name, you must file a name reservation application and pay $75 to reserve your name with the Delaware Secretary of State.
Doing Business As (DBA) or Trade Name
Once you have a legal name for your LLC, you can register it. However, it is not mandatory. You can, instead, use DBA, Fictitious Name, or Trade Name. In that case, you must register your name with the Delaware Secretary of State by submitting a Fictitious Name Certificate Form and the fee of $25.
Recommended: You can do name search, Trademark search, Trademark registration, copyright registration, and a lot more in one place by hiring a professional service. We recommend using –
LegalZoom – (Worry-free LLC Formation)
Apart from LLC formation, LegalZoom offers Trademark search, trademark registration, copyright registration, and etc. at a very reasonable price. If you plan to get a website, then it is wise to have a “.com” domain for your business, but these days you can also use other TLDs like “.io”, “.company”, “.xyz,” etc.
It is not legally mandatory to use the word LLC in your domain name or email. If you want, you can use it. However, it is recommended not to use LLC in the domain name. A domain name should be short and easy to remember.
Step 2: Assign a Registered Agent in Delaware
The second step to forming an LLC in Delaware is to appoint a Registered Agent. A registered agent is a person or business entity working on your LLC’s behalf. This person or business will receive important tax forms, legal documents, all notices of lawsuits, and other official government correspondence in Delaware. Hence, hiring a competent Delaware Registered Agent for your LLC is necessary.
Make sure your registered agent is a resident of Delaware or has a physical street address. This address will be used as the principal address of your LLC to receive any legal documents. Most LLC formation companies also provide registered agent services. Below are two great LLC formation services; even if you buy their cheapest plan (normally $0), you also get registered agent service and other services at a very reasonable price.
These two are our top recommendations for registered agent service, as they are competent and authorized to conduct business in Delaware. Some LLC formation services also offer standalone Delaware registered agent services. You can purchase only Registered Agent services without purchasing any other LLC formation services. This standalone service might become handy if you are doing it yourself and don’t want to disclose your home address or you don’t want to pierce the corporate veil.
A person above 18 years of age and has a physical address in the state of Delaware can be a Registered Agent. A Registered Agent for service of process can be an independent person or a business entity. One is responsible for handling all the legal documents on the LLCs behalf.
Yes, you can be your own registered agent if you are a resident of the state of Delaware and you are above 18 years of age. To become a registered agent, you must have the authority to conduct any type of business in Delaware.
There are a few reasons why you shouldn’t be your own registered agent. The address of the registered agent is used to communicate with the SOS or for any legal activities. If you are your own registered agent, you might have to upload your personal address to the public forum. Besides, the registered agent must be at the address during business hours. It won’t be easy for you as you also have to take care of other things in your LLC. Hence, it is wiser to appoint a separate entity as your registered agent.
If an LLC is sued in Delaware, in some cases, courts might decide to lift the corporate veil, which means the owners of the LLC will be personally liable for their business debts. They might have to forgo their personal assets to repay their business debts. This is called piercing the corporate veil, where personal and business assets are not separated anymore. Your personal assets can be protected if you have enough capital and all your LLC documents are properly filed.
Step 3: File Certificate of Formation in Delaware
The third and most important step in forming an LLC is to file the Certificate of Formation. This Delaware Certificate of Formation is a legal document that is required to register your business with the Delaware Secretary of State. It costs $90 (online and by mail filing) to file your formation certificate in Delaware.
The Certificate of Formation includes details like the name of the LLC, the registered agent’s name, address, employees’ details, and company structure (member-managed or manager-managed). Before hiring employees in Delaware LLC, one should know about the rules and regulations thoroughly. Also, if you are expanding your existing business (an LLC) in other states to Delaware, you must register as a Delaware Foreign LLC.
How to File Online
Go to the Secretary of State Online Service. You will find the Entity Search option. Check if your desired name is already existing in Delaware or not. If not, then click on the below button to file your LLC online. Read more about the Delaware Certificate of Formation for online registration.
How to File by Mail
If you prefer filing real-life forms for your LLC registration, you can download the LLC formation form. Read the form thoroughly, fill it out, and send it to the address mentioned below. Along with the Form, make sure to submit the Cover Memo as well.
Mailing Address: Delaware Division of Corporations
401 Federal Street
Suite 4 Dover, DE 19901
Processing Time: Normally, it takes around 2 weeks (approx) to get your LLC formed in Delaware. The processing time for online filing might be a little faster than offline filing. With an additional cost, you can get expedited filing as well. However, the document processing time can be changed due to various factors.
Recommended: Online LLC Formation service can fill up and submit all these documents on your behalf in much lesser time along with lifetime customer support and 100% accuracy. We recommend using –
LegalZoom – ($0 + State Fees) Online LLC Setup
Every LLC owner has to pay the filing fees to register their business in Delaware. This fee is mandatory but also tax deductible. If you’re doing it yourself (filing on your own), it will not cost you any additional service fee. However, it is not feasible to do that as the DIY process might be delayed, complicated, and messy, especially if you’re a novice entrepreneur. Hence, it is recommended to get professional guidance to get your LLC formed in Delaware.
Step 4: Create Your LLC Operating Agreement in Delaware
Moving on to the fourth step, filing your operating agreement. An operating agreement is an internal document that legally outlines the proprietorship and operating procedures of your LLC. This document is vital as it ensures that all business owners are on the same page regarding how they operate, thus reducing future conflicts.
When it comes to filing a Delaware LLC Operating Agreement, the state does not require you to have a comprehensive operating agreement, but it is ideal to have one that contains all the details of your business operation that helps in taking future business decisions, especially if you decide to dissolve Delaware LLC later. Hence, having an operating agreement may not be necessary, but it is surely ideal.
Recommended: You can get operating agreement templates at a reasonable price with LLC formation service. You don’t need to worry about drafting it as they will take care of it on your behalf. We recommend using –
LegalZoom – ($0 + State Fees) Online LLC Setup
The operating agreement draft can be created for free if you don’t hire a professional. However, there is an advantage to appointing a proficient person/service. You will get a businesslike quality operating agreement at a very cheap fee, which will help you in the future. Hiring a professional service means you can sleep well at night 🙂
Step 5: Filing an LLC EIN in Delaware
The Employer Identification Number (aka EIN) is a nine-digit number given by the Internal Revenue Service (IRS) to make it easier to identify the type of business for tax purposes and taxes in general. The EIN is necessary for any active business or any form of business, for that matter.
EIN is needed when the LLC hires employees. Hiring employees in Delaware LLC requires following specific rules and regulations. On the other side, EIN for Delaware foreign LLC should be obtained if your LLC is based in other states.
To obtain EIN (aka FEIN), one must fill up a form (Online or by mail) and submit it to the IRS. Enter details of your LLC, and finally, complete the form and send it to the address given. You can also get an EIN Assistant to help you with the process.
Mail to: Internal Revenue Service, Attn: EIN Operation, Cincinnati, OH 45999
Fax: (855) 641-6935 | Fee: Free
Recommended: This hassle will be reduced when you hire an LLC formation service. They take care of obtaining EIN and all other things for your LLC. We recommend using –
LegalZoom – ($0 + State Fees) Online LLC Setup
Note: You don’t need a Social Security number when getting an EIN. You can proceed to fill out I.R.S. Form SS-4 and leave section 7b blank. You must then call the IRS at (267) 941-1099 to complete your application. Agents or employees will help you with that.
Congratulation, you are now done with all the necessary steps to form your Limited Liability Company in Delaware. If you do it yourself, it should take you a long time to understand and do all the steps properly.
However, if you use LegalZoom, it should be way faster. You will always have a live chat option and phone support with experts for any help you need. Their worry-free service will make things easier for you.
After Starting Your Delaware LLC
After forming your LLC, there are still some things that you will need. The most important thing is to separate your business and personal assets. LLCs have limited liability protection that protects your personal assets from business liability. This is called a corporate veil. However, the corporate veil can be lifted or pierced by the court if the LLC is sued. In that case, the owners of the LLC become personally liable for their corporate debts. A few things like appointing a legit registered agent, having enough capital, and filing all the major documents with the state can save the LLCs from being pierced into the corporate veil.
Apart from that, there are a few things you need to take note of,
- Get a company business bank account
- File Delaware business permits & licenses
- Get general liability insurance and professional liability insurance with coverage for employees
- File a Delaware LLC annual report or biennial report
This page has provided you with steps to LLC formation and filing processes. You now have to remember upcoming filing deadlines and filing fees or filing costs, including fees for late filings, to make sure your LLC is up-to-date.
Cost of Starting an LLC in the State of Delaware
LLCs can be formed by spending less price. Apart from the mandatory state filing fees, you don’t have to bear additional service charges if you do it yourself. Following are the fees and taxes LLCs in Delaware must pay to register and run a business in the state. Forming an LLC is no doubt cost-effective compared to other business structures. However, the fees and charges (tax-deductible) that you must pay to the state, such as name reservation fee, name filing fee, LLC filing fee, and Franchise Tax & Sales Tax (If applicable). Here are the main fees and taxes you must pay while forming your limited liability company in Delaware,
|Fees/Tax||Amount to be Paid|
|Name Reservation Fee||$75 for 120 days|
|Certificate of Formation Fee||$90|
In Delaware, LLC name reservation is not mandatory. You can register your LLC name at the time of registering your LLC. If you wish to hold the name for some time without registering your LLC, then a Name Reservation is needed. It can be filed by paying $75. Your LLC name will be reserved for the next 120 days. In some states, Name Reservation is mandatory.
According to the Franchise Tax rule, LLCs have to pay this tax every year. Annual Franchise Tax reports are considered to be the annual revenue report or annual report of the LLC. If you evaluate LLC costs in Delaware, the amount of Franchise tax is not as high as for any other form of business ownership.
Delaware Foreign LLC
If you are interested in forming a Foreign LLC in the state of Delaware, then you need to file the Certificate of Foreign LLC to the Delaware Secretary of State. Foreign LLCs allow you to operate your business in more than one state. Along with the Certificate of Foreign LLC, you need to submit some more documents, like the Certificate of Good Standing, etc., to the Delaware SOS to form your foreign LLC in the state of Delaware. To know more in detail, check out our guide on Delaware Foreign LLC.
Reasons to Start an LLC in the State of Delaware
It is always cost-effective to start an LLC in the state of Delaware. The filing fee is fixed, and it takes more if you require same-day service or expedited service. Other than that, no prominent tax liabilities are there. Business taxes such as sales taxes, receipt taxes, payroll taxes, and such are less and sometimes zero in Delaware. Other than tax benefits, there are business funding options and incentives that LLCs receive from the government. Some of the long-lasting benefits are as follows,
Business Laws are Cutthroat
The biggest and most critical aspect of running a business is that a person should abide by all the rules and regulations. Only in this case will one achieve success. The same laws and regulations must apply to the employees of the company. That is why it is best to choose LLC.
The rules in Delaware State are stringent, due to which keeping an eye on the employees and regulating them becomes easy. Moreover, these rules make business-to-business meetings more trustworthy and reliable. If a person opens up their LLC, then the chances of getting cheated are decreased manifolds.
Legal Bodies are Very Active
Delaware government legal bodies are more active than any other state. Also, they have the proper right to interfere if the businesses are not working in the right way. The state government will quickly solve any business issue between rivals or other similar instances.
Flexible Federal Taxes
The taxation system designed in the state is very flexible for business owners. There is flexibility provided to the LLC in which they were given a time period to provide the taxes. Due to this, the businesses get some extra time. Moreover, there are different slabs of taxes set according to the type of business a person owns. Read more on Delaware’s classification of LLC tax.
Formation of Series of LLCs is Allowed
Here you will get plenty of expansion opportunities. The government also allows a person to make more than one LLC for the same company. The benefit of the LLC series is that one can hire different members in the new LLC at top management. Along with that, if one series is under debt, then this debt will not affect other LLCs of the series.
Top Delaware Businesses
If you are an entrepreneur and are thinking of forming an LLC in the state of Delaware, then the very first decision you need to take is to think of a business to start with. Out of plenty of business ideas, one needs to figure out which is the best profitable niche to start a business in. So, here are the best ideas a business person can consider.
If you look at Delaware, then the main business established in the state is agriculture. The backbone of the state’s economy is Agriculture. Delaware is the largest producer of corn, and its demand is increasing day by day, due to which the demand of businesses is also growing. You can easily select a product and apply it for processing that raw product, which has increased demand in the country and nearby countries.
Manufacturing of Paper Product
Paper and its products are supplied to the whole country from Delaware, and its demand is increasing day by day. That is why there is more demand for paper industries in the state. So, you can think of starting a paper industry also.
If you look at the statistics of soil present in Delaware, then the sand and gravel in the state have magnesium present in it. That is why the mining businesses are thriving well in the State of Delaware. If a businessman is looking to invest more money in business, they can take a site and start their mining. On the other hand, if one has less money to invest, one can think of manufacturing magnesium products currently in demand.
Small businesses that one can also think of starting are mentioned below.
- Dairy Farm
- Microbrewery Business
- Digital Marketing
Delaware LLC Formation Review
Time needed: 5 minutes.
Just to recap, here are the easy steps again when forming a Delaware LLC. Click on the steps in this list to read the full detail.
- Name your Delaware LLC
The first thing you must do is to choose a company name, which should be unique, easy to find, and available in the state.
- Choose a Registered Agent
In Delaware, it is mandatory to select a registered agent for your LLC. Get a professional Registered Agent from LLC formation services to get things done hassle-free.
- File a Formation Certificate
Filing a formation certificate is necessary when forming a Limited Liability Company in Delaware. Depending on the state, it could be called any of the following: Certificate of Formation, Articles of Organization, or Certificate of Organization.
- Create an Operating Agreement
An operating agreement is not a strict requirement in Delaware but something encouraged when you start an LLC to avoid future conflicts.
- Get an EIN
The Employer Identification Number (EIN), also called Federal Tax Identification Number, serves to identify a business entity like a social security number but for a company.
Things to Consider While Starting an LLC in the State of Delaware
In this article, all the basic steps to form an LLC are explained. However, there are some additional steps to consider when you’re about to start your business. There are some requirements that every LLC established in Delaware needs to meet. For example, requirements for business licenses, federal requirements, tax requirements, and if you have employees, then employer requirements are needed to be considered.
For a few businesses, you can use a temporary license, especially if you have a fictitious business name. But it is mandatory to get the proper license to continue doing business in Delaware. You need to send the business license application to the state license department.
Regarding tax, LLCs have tax advantages compared to other structures. They get tax classification options. LLCs do not have double taxation. So, all you have to pay and file is your personal income tax return. If your LLC does not yield any profit, you do not have to pay any taxes. Unlike LLC, all other business structures, like corporations, have double taxation. Apart from personal income taxes, corporations have to go through federal taxation as well.
Though LLCs do not have double taxation on business income, it has other taxes to be paid. For example, self-employment taxes, sales taxes, and other federal taxes. If you are self-employed and register your company as an LLC, then you must pay the self-employment taxes. Filing taxes on time is an important part of tax requirements. On the other hand, obtaining EIN, getting employment insurance, and filing employment taxes are parts of employer requirements.
A single-member LLC is taxed as a sole proprietorship. On the other side, a multi-member LLC is taxed as a partnership. You can choose the tax structure while forming the LLC. However, if you do not choose any tax structure, then a single-member LLC will be taxed as a sole proprietorship by default.
While starting your LLC, you must have business formation plans with you. This plan includes the business type, business expenses, capital stock, and other business records. You can hire business experts to draft and implement your plan. There are licensed professionals who can help you form your LLC in the state of Delaware.
In Delaware, the operating agreement is not mandatory. But it is as important as the formation document and considers to be one of the most important official government documents. A well-drafted LLC operating agreement can be available with the business kit professionals offer. Also, with an operating agreement, you can easily dissolve your LLC in the future, as the dissolution procedure is followed according to the Operating Agreement. You can read the LLC dissolution guide to know more about it.
Every LLC needs to have a business bank account and a business credit card to separate their personal and professional expenses. It will be great to hire a business accountant to look after all your business checking. The business formation process is easy when it comes to LLC. Some of the services have excellent customer ratings. These services have potential advantages including domain name search tool, preliminary domain, domain name registration service, business dissolution guide for future company dissolution, banking resolution templates, and many more.
How Fast Can I Form an LLC in Delaware
To form an LLC in Delaware it may take about 2 weeks. The state government has the provision of expediting the process by paying an additional amount.
Starting a business can be a daunting task, with multiple paths to choose from and an array of legal and financial hurdles to consider. One popular option for entrepreneurs is to form a LLC, or limited liability company. This business structure provides many advantages, such as personal asset protection and flexibility in management.
When it comes to forming a LLC, the timing is critical. Establishing a LLC sooner rather than later can protect the interests of business owners and prevent potential legal complications. Delaware is renowned for having a business-friendly climate and consequently is a popular destination for entrepreneurs of different industries. However, Delaware also applies strict standards for LLC formation, and before starting the process of establishing an LLC, entrepreneurs should carefully consider the steps involved in forming an LLC within this state and estimate how long it takes to establish an LLC.
In Delaware, the process of forming a LLC can be relatively quick, which is why the state is a preferred place for businesses to incorporate their entities. Entrepreneurs can hire a reliable formation service to help the process but, even if they do not, forming an LLC in Delaware online can be done without legal assistance from a lawyer at a relatively affordable cost. According to state regulations, filing to form an LLC within the state of Delaware takes around 10 business days for processing. Unlike other states, which might offer expedited processes for an added fee, expedited filing undertakings for LLC formation aren’t necessary in Delaware because they’re processed through a standardized process for each application.
However, the time it takes to form an LLC may vary depending on the prompt delivery of documentation and approval from relevant third-party organizations. For example, finalizing the Articles of Organization, which formally establish the LLC, requires filing a certified receipt from the Delaware Secretary of State on day terms. It is common that the timeframe needs an extra couple of days of receipt processing, especially during a busy constituent period.
In addition, it’s worth mentioning that establishing a LLC entails managing legal procedures that involve furnishing articles of organization, a certificate of existence: backed up by an extra claimant or agent signature, along with a waiver letter indicating four previously established Delaware LLC organizations and outlining fundamental authoritative details of members, the chosen thought for the registered agent, having obtained a file permit, identified salesperson licenses, and other further organization documentation. The duration of obtaining this essential paperwork will depend on a host of factors, such as the province of geography; owners considered by the history of working; or location-based employees, service operations including state fees paid and supporting insurers or legal authorization documentation.
In the end, while the timeline to form a Delaware LLC isn’t so standardized as to offer completely guaranteed services, recent algorithms and firm suggestions can provide an accurate characterization. According to recent clients and data records in the past two or three years, the LLC formation reviewers have indicated an avg of 10 to 14 lead days — but will typically assess direct report patterns to now-customers down via email usually have records within a period of one to six two business days.
In conclusion, when it comes to forming a LLC in Delaware, certain steps are necessary but they do not have to be a headache. Entrepreneurs need to follow appropriate protocol such as referencing the checklist for Delaware and avail the assistance of streamlined processing when it’s available. By managing communications effectively and understanding best practices for processing documents, the aim of making the company feel legitimized and regulatory-compliant can surely be achieved within a reasonable period, and the transferability and all the benefits that Delaware brings your business will pay off completely.
If you are a resident of Delaware, then you can file your LLC by yourself. However, it is always worth having a professional than doing it yourself to handle legal complexities, paperwork, and other documentation.
Apart from the formation fee of $90 (domestic LLC) and $200 (foreign LLC), LLC costs in Delaware include $300 for Franchise Tax Reports every year. LLCs are not liable to pay sales tax.
It takes 2 weeks to get an LLC in the state of Delaware if you file it online or by mail. It can be expedited by paying an additional amount. If you hire a professional LLC service, then it might take less than that. We recommend TailorBrands, which has an impeccable turnaround time.
Every year all the LLCs have to submit a Franchise Tax Report (Annual Report) and pay $300 to the Delaware Secretary of State and renew the LLC. It is mandatory to renew your LLC every year.
Generally, for LLCs, it is a default tax structure. Once you obtain the EIN, you will get the various tax structure options to select. Sometimes LLCs choose S Corp to reduce federal tax burdens. Read more on the Delaware Classification of LLC Tax.
LLCs are easier to establish than other business structures. Small businesses, especially start-ups, can easily start their LLCs in the state of Delaware at a bare minimum cost. LLCs have a ‘pass-through taxation’ advantage for which they are excluded from certain taxes. The formation of limited liability companies requires much lesser documents and legal processes. Share your queries with us, and leave a comment below.
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