This tutorial will walk prospective LLC operators through the process of registering their new business with the Delaware Secretary of State. Individuals and applicants looking to form a domestic LLC in Delaware must do so in accordance with Delaware Code Titles 5 through 30. In order to apply to form an LLC you will need to complete a few basic forms and submit them manually in person or by mail. While the lack of online options for filing may be troubling to some, it seems as though the Delaware Secretary of State has remedied some of these issues by making the application process as simple as possible. All you have to do is complete two basic forms and pay the associated filing fee. The filing fee for this particular application is $90 plus an additional $50 for the production of a certificate which proves you have registered with the State office (this certificate is not mandatory upon filing).
How to File
Step 1 – You are going to first need to make sure that you have not selected a business name that is currently in use by another entity on file in Delaware. To verify that the business name you have selected is available for use, you must perform a Business Entity Search.
Step 2 – Once you have verified the uniqueness of your chosen business name you can choose to reserve it by submitting the $75 filing fee and filing a Name Reservation Form.
Step 3 – You must now download and print the necessary PDF document forms. All of the forms that are required for this particular application are available below:
Step 4 – Begin completing the applications as best you can. The information that is required for each of the documents is as follows:
- Desired processing time
- Company/firm or individual’s name
- Return address
- Phone number
- Fax number
- E-mail address
- Account number
- Name of company/entity
- File number
- Reservation number
- Type of document
- Information about document
- Number of certified copies returned
- Other requests
- Check number
- Total value of $ enclosed
- Credit card information (if paying the filing fee using credit card)
- Method of return
Certificate of Formation
- Name of the company
- Address of the registered office
- Name of registered agent
- Effective date the LLC plans to do business in Delaware
- Additional matters
- Address of signature
- Signature of authorized person
- Printed/typed name of authorized person
Step 5 – You must now decide on how your are going to pay for the associated filing and certificate fees. The payment can be done using your credit card, by including your credit card information on the cover sheet of the application. Alternatively, you may pay using a check that is addressed to the Delaware Secretary of State. You must pay the entirety of the $90 fee at the time of the submission of your application or your application will not be processed. Send the form and fee to the below address to complete the filing process.
Division of Corporations
John G. Townsend Bldg.
401 Federal Street, – Suite 4
Dover, DE 19901
Employer Identification Number (EIN)– Having an EIN as a functional, healthy, and forward-thinking entity is critical for success. Without an EIN an entity is unable to conduct any form of important financial activity. Forget about paying employees, or opening bank accounts as you will be unable to do so without an EIN. Issuing this number is how the Internal Revenue Service (IRS) identifies your entity for tax reporting purposes. All that needs to be done to obtain an EIN is to complete the application for one on the IRS website or to do so manually by completing the PDF Document Form SS-4.
Operating Agreement – Drafting an operating agreement is not legally required for an LLC in the state of Delaware. While this may seem like one less thing on the to-do list, adopting an operating agreement is actually a highly valuable, while optional, step in forming an LLC. An operating agreement outlines the duties and responsibilities of all of the managers of the LLC and provides a clear description of the relationship held between company officers and the entity itself. Click on the heading of this paragraph to access our free template available in Adobe PDF and MS Word formatting.
Renewal– Although LLCs are not required to renew each year through the submission of an annual report, a requirement for corporations in Delaware and most business entities across the United States, you will still be required to submit a franchise tax. This fee will amount to $300 and must be paid by the first of June of each calendar year. Click on the heading of this paragraph for more info.