The Limited Liability Company (LLC) is a smart entity choice for many start-up businesses. The LLC provides personal liability protection and has the potential to save money on taxes. With a little research, you can learn how to form an LLC in Delaware without an attorney.
Unlike a sole proprietorship or partnership where the small business owner can be held personally liable for lawsuits agains t the business, the LLC is a separate legal structure, protecting for the business owner’s personal assets.
Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration and management flexibility.
Forming an LLC in Delaware can be both affordable and is simple enough for most people to start on their own. That said, it’s not a bad idea to have a legal professional like While the filing is pretty straightforward, it’s nice to have some support if you have questions, alerts when the annual report is due, forms like operating agreements, banking resolutions and more. There are companies like IncFile, Swyft Filings and others that do all of this for only $49.
To form a Limited Liability Company in Delaware, file the Certificate of Formation with the Delaware Secretary of State. The LLC filing fee is $90.
Approval for the LLC typically takes 1-2 weeks. 24-hour expedited processing is available for an additional $50.
If you have questions, contact the Delaware Secretary of State, Division of Corporations.
HOW TO FILE THE CERTIFICATE OF FORMATION AND FORM A DELAWARE LLC
The steps for filing online or by mail are largely the same. The screenshots show filing online.
To get started download the Delaware LLC Certificate of Formation from the Delaware Secretary of State, Division of Corporations.
Step 1: Name the LLC
Enter the name you want for the LLC. The name of the LLC has to differ from other entity names in the state of Delaware. Check on available Delaware LLC names.
The name of the LLC must include one of the following designators at the end of the business name:
- Limited Liability Company
A comma may be used after the business name and before the designator. “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.
Step 2: Registered Agent
To have an LLC in Delaware, a Registered Agent must be identified. The Registered Agent is a Delaware resident or a corporate agent. The Registered Agent must have a physical address in the state to act as a point of contact to receive legal documents, tax notices, summons, subpoenas, etc on behalf of the LLC. A PO Box may not be used.
Even though any individual can be the registered agent (business owner, member, friend, etc), their name and address become public record and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when they are doing business from home. Hiring a company to be the Registered Agent will reduce the number of unwanted phone calls and mailings.’
Step 3: Sign and Date
A person authorized by the LLC (typically a member, attorney or accountant) must sign and date the Certificate of Formation.
Step 4: Sign, pay and File
Pay and file the Certificate of Formation.
Delaware Division of Corporations
401 Federal Street – Suite 4
Dover, DE 19901
In approximately 1-2 weeks the LLC will be approved.
That concludes the basics of forming an LLC in Delaware. Remember, even though you can do it yourself, there is more to an LLC than just the filing. If you have questions, work with an attorney or a specialized entity formation company such as IncFile or Swyft Filings to make sure everything is done correctly.
An Operating Agreement is required for Delaware LLCs. An Operating Agreement is a legal document outlining the roles and responsibilities for the members of the LLC. The Operating Agreement can be created at some time before, during, or after filing the LLC and can be implied, written, or oral. Read more about creating an Operating Agreement.
After filing the LLC, be sure to register for an Employer Identification Number (EIN) with the Internal Revenue Service (IRS). The EIN is basically a social security number for a business and will be needed before opening a business bank account. There is no cost to apply and it takes about 5 minutes to get. See how to apply for an EIN.
Last, before starting a business in Delaware, you may still need to apply for business licenses, sales tax permits, self-employment taxes and more in Delaware. See the Guide to Starting a Business in Delaware for more information.