For those interested in operating a business in the state of Delaware, you must first complete a few basic tasks such as the completion of several important legal forms and the filing of those forms to the Secretary of State. Our tutorials cover the filing process of domestic and foreign limited liability companies, corporations and partnerships and if you click on the more detailed guides linked throughout this homepage, you will be able to gain a full understanding of what will be expected of you as a business representative. As there is currently no online filing system for business entities in Delaware, it will be necessary for applicants to instead download the necessary filing form in PDF, complete it on their computer and submit it to the Secretary of State with an attached filing fee. All applications for the formation of a new entity in Delaware must adhere to the provisions laid out in Delaware Code Titles 5 through 30.
Start an Entity
Search for a Name
No matter whether you are just beginning to form an entity in Delaware or whether you have formed one in another location and are attempting to secure authorization to conduct business within state boundaries, you are going to need to ensure that your intended business name is available for use. You can accomplish attaining clearance for the usage of your desired business name if you first Search the Businesses Database. This entity search function is also useful in researching the business details of any entity on file with the Secretary of State.
How to File in Delaware
Step 1 – You will first need to ensure that the name you are intending to use for your entity is not already in use and/or too similar to a currently operational entity’s name. To ensure that the name you are intending to use is unique enough for usage, Search the Businesses Database.
Step 2 – You will now have the opportunity to reserve the name you intend on using. Once you have found a name that is available on the businesses database, you can submit a request for reservation by completing the Name Reservation Form and pay the applicable $75 filing fee. Do note that this is simply a precautionary measure and is not in any way required.
Step 3 – You must now download the applicable PDF document forms and begin to complete them. Select the entity type to be presented with a full step by step guide on the requirements of said entity’s filing form.
- Domestic Limited Partnership
- Domestic Limited Liability Partnership
- Domestic Limited Liability Limited Partnership
- General Partnership
- Foreign Limited Partnership
- Foreign Limited Liability Partnership
Step 4 – With the forms completed, you can now prepare a check for the total of the filing fee (listed below) for your application. This check must be addressed to the Delaware Secretary of State. Make sure that the check is included with (not stapled to) the required documents of your application. Mail all of the required documents to the Delaware Secretary of State, Division of Corporations office at this address:
Division of Corporations
John G. Townsend Bldg.
401 Federal Street, – Suite 4
Dover, DE 19901
With all of the forms, you will need to pay an additional $50 if you would like to receive certification proving that your forms have been processed and that your entity has been legally registered. This certificate will be crucial to obtaining necessary business licenses.
- Domestic Limited Liability Company- $90
- Foreign Limited Liability Company- $200
- Domestic Corporation-$89 min (based on corporate stock)
- Foreign Corporation- $245
Reserving an entity name in the State of Delaware can be accomplished either online our through the submission of manually completed forms by mail. In this state, the period of reservation is 120 days which should provide you with ample time to prepare for registration. The filing fee for this particular form is $75 which can be paid electronically or by check. The act of reserving an entity name in the state of Delaware must be done in accordance with Title 5-30 of the Delaware State Code.
Certificate of Good Standing
To obtain a Certificate of Good Standing in the state of Delaware you must complete a basic form and submit it to the Division of Corporations’ office. You must first ensure that you are in-fact in good standing by completing a basic Search of the Business Database. Once you have verified that your entity remains in good standing with the State you may begin the process of requesting a certificate. This document, for those who are unaware, is used to prove the validity of the entity for which it is issued. This is often essential when registering for authority to transact business in foreign jurisdictions, or when seeking large business loans from financial institutions.
The below agreements are used to dictate the manner in which a business entity is to be organized in a precise and clear fashion which couldn’t be provided in the initial formation documents. All provisions stated within these documents will provide a clear picture of the manner in which the business’s internal affairs are to organized. It is highly recommended that no matter the size or scope of the type of entity you wish to form, you adopt an agreement to legally bind the managing members of your entity to a set of rules and regulations. Click on the link below that corresponds with the entity you’re trying to form to access our free template, available for download in Adobe PDF and MS Word formatting.
Employer Identification Number (EIN)
The Internal Revenue Service (IRS) issues an Employer Identification Number to almost every business entity for the purposes of identification. It is commonly used by businesses for the purposes of reporting taxes and will be required in order to legally hire employees. In order to obtain an Employer Identification Number you have two options: you can go to the IRS Website and complete the web application there, or you can download and complete the PDF Document Form SS-4 and mail it to the IRS office.