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Many entrepreneurs choose Delaware to form a business because it has established business laws and a business-friendly and accessible government. To start your Delaware LLC, you’ll need to file a State of Delaware Certificate of Formation.
Filing a Certificate of Formation for an LLC in Delaware creates your new legal entity under the Delaware Limited Liability Company Act. Before legally doing business in Delaware, you need to file this LLC Certificate of Formation with the Delaware Department of State, Division of Corporations. The Division provides a DE LLC Certificate of Formation template to follow when drafting your document. You can include any information you want on your Certificate, but we will outline a few legal requirements below.
Our business experts put together this guide on the process for completing your LLC Certificate of Formation for DE. We can even handle filing it for you. When you use our Delaware LLC Formation Service, you can have your new business up and running in minutes.
The first thing you need to include in your Certificate of Formation is your business name. Before the Secretary of State will accept your documents, your LLC’s name must comply with the legal naming requirements.
First, your name must include a word or abbreviation designating the underlying business structure. Delaware requires LLCs to include “Limited Liability Company,” “L.L.C.,” or “LLC.”
Second, your name must be distinguishable from other business names on record with the state. Delaware’s Division of Corporations provides an online business name availability search so you can check that your name is unique before submitting your documents. We also recommend our Business Name Checker, where we’ll complete this step for you.
Delaware allows new business owners to reserve their future business names. While you complete your Certificate of Formation, you can reserve your desired name for consecutive 120-day periods. While Delaware doesn’t require new LLCs to reserve their name before they register, you can easily reserve your name and pay your fee online. If you’ve already reserved your name, include a copy of your Name Reservation Certificate with your formation documents.
Every Delaware business must have a Registered Agent on file for service of process. Including your Registered Agent’s name and address is the second legal requirement for a complete DE Certificate of Formation. A Registered Agent is a person or company located in Delaware that will receive and forward official mail to your company. If you don’t have a Registered Agent in Delaware, try our Registered Agent Service, and we’ll connect you with a dependable agent.
The third and final piece of information you need to meet the minimum requirements for a Delaware Certificate of Formation is a signature from an authorized person. Typically, one or more founding members sign the Certificate of Formation. However, any authorized person may sign. By signing, the person attests that they completed the Certificate accurately and truthfully with the intent to create a Delaware LLC.
Delaware law defines an LLC as a company with at least one member that’s formed under Delaware’s Limited Liability Act. The members have responsibility for operating and maintaining the LLC. While it’s not required to include a certification in your Delaware Certificate of Formation, you can add the name and address of the founding member or members in your draft.
Your LLC is legally formed once the Secretary of State files your documents and processes your filing fee. However, Delaware allows you to set a delayed filing date if you want your Certificate to take effect sometime in the future. For instance, you might want to delay formation to arrange the company’s calendar year differently for tax purposes.
Once you’ve drafted your Certificate of Formation for an LLC in Delaware, it’s time to file with the Delaware Division of Corporations. Delaware accepts paper filings online, by mail, or at the Division Office in Dover. Include a cover sheet with your name or entity name, return address, and phone number if you file by mail. To file your Certificate of Formation online, save your Certificate in .pdf form and submit it through the Division’s Document Upload Service.
When you file your State of Delaware Certificate of Formation, you’ll need to pay a filing fee. Delaware accepts American Express, Discover, MasterCard, and Visa cards. If you want to mail a check, you can make it payable to the the “Delaware Secretary of State.” You can find the Certificate of Formation filing fee on the Division of Corporations website.
Your LLC officially becomes a legal entity after filing your business registration in Delaware. However, there are a few more steps before you’re ready to conduct business.
An essential document for your new LLC is the Limited Liability Company Agreement, also called an Operating Agreement. This agreement, signed by the LLC’s members, sets rules for how you’ll resolve disputes between the business owners. Think about how you want distributions to occur, when you want a member to join or leave the LLC, and other operational issues that may come up throughout the life of your company. If you don’t have an Operating Agreement, the courts will resolve disputes under the default rules from Delaware’s LLC Act.
You can write your own Operating Agreement or try our Operating Agreement Template for inspiration if you aren’t sure where to start.
All new businesses need to apply for an Employer Identification Number (EIN) from the IRS. You’ll use your EIN to file your tax returns and report employee wage withholding. Also, you’ll use your EIN to apply for a business license and open a business bank account. If you don’t want the hassle of dealing with the IRS, our EIN Service can obtain your EIN for you.
Our team of experts is here to help entrepreneurs with all the details of running their business. Try our Worry-Free Compliance Service, and we’ll keep your legal documents organized on your dashboard and send you reminders of important deadlines. When you use ZenBusiness Money, you can manage invoices, revenue, and expenses right on your phone. Our team is ready and happy to provide guidance and tools to help keep your enterprise legally compliant.
Disclaimer: The content on this page is for informational purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
If you need to make a change to your Certificate of Formation, you’ll file a Certificate of Amendment to reflect that change in the record. We can help you quickly file when you use our Delaware LLC Amendments Service.
First, you’ll need to draft a Certificate of Cancellation that includes the name of the LLC and the date you filed your Certificate of Formation in Delaware. Then, you’ll submit the Certificate to the Delaware Division of Corporations online through the Document Upload Service, by mail, or in person.
If you need your business structure to have more flexibility, a corporation might be best for you. To form a Delaware corporation, you need to file a Certificate of Incorporation with the Division of Corporations and complete the required formalities, like appointing a Board of Directors and creating bylaws.
Yes, Delaware law requires LLCs to have an Operating Agreement. Whether you sign your agreement before, after, or when you file the Certificate of Formation, the Operating Agreement is effective once you file.
While it’s not required to have a lawyer to form a Delaware LLC, it’s a good idea to consult one. Only an attorney can provide legal advice tailored to your specific circumstances.