If you’re thinking of starting a new business in Delaware, you might not be sure where to begin. Thankfully, forming a Delaware limited liability company (LLC) is relatively straightforward and affordable. With a solid understanding of Delaware’s LLC formation requirements, you can confidently launch your new company. This comprehensive toolkit will show you what you need to do to create a new LLC in Delaware as well as how our services can take the stress out of the process.
Once you’ve formed your new Delaware LLC, you’ll be able to focus on growing your business. This guide simplifies LLC formation in Delaware so you can start serving customers as quickly as possible.
In Delaware, forming an LLC requires registering your new business with the Delaware Division of Corporations and filing a Certificate of Formation. In your Certificate of Formation, you’ll need to select a registered agent to communicate with the state of Delaware on your behalf.
After you file the required paperwork, you’ll still have some other boxes to check to ensure your company starts on the right foot. For example, you’ll likely want to draft an operating agreement and register your company with the IRS.
Let’s begin forming an LLC in Delaware. Below, we’ll break everything down into five steps.
Step 1: Name your Delaware LLC
Choosing a name is the first step on your LLC formation journey. Selecting the perfect business name is more than just branding — you’ll also need to follow specific legal requirements. For example, you’ll have to distinguish your company from other Delaware businesses and include some version of “LLC,” “Limited Liability Company,” or “L.L.C.” at the end of your business’s name.
To learn how to see if the LLC name you want is available, visit our Delaware Business Entity Search page. Once you select a name, consider reserving it so that nobody else takes it before you form your business. To do this, you can use our business name reservation service. We’ll complete an Application for Reservation of Limited Liability Company Name for you, which will save your chosen name for 120 days. Within that window, you’ll have enough time to file your Certificate of Formation.
When you’re coming up with an LLC name, it’s wise to consider whether you can secure a matching domain name so that your future business website can be easily found online. We have a tool to help you do a preliminary domain name search, and our domain name registration service can help you get the online name that will best serve your company.
Something else you’ll want to think about when it comes to your LLC name is whether you want a DBA in Delaware. A DBA or “Doing Business As” is another name you can use for your business. If you’re interested in a DBA, you’ll need to complete the Registration of Trade, Business, and Fictitious Name Certificate, which can be done by filling out the form online, printing it, and either mailing it in or delivering it yourself. You’ll need to have the form notarized. There’s a small filing fee. Please note that you’ll need to fill out this form for each county where you plan to do business.
It’s also a good idea to check the United States Patent and Trademark Office website to see whether your business name or logo is trademarked at the federal level. At the state level, you can register your trademark by filing the State of Delaware Application for Registration of Trademark or Service Mark with a payment for the fee.
All forms can be mailed to:
Delaware Division of Corporations
401 Federal Street, Suite 4
Dover, DE 19901
Step 2: Appoint a registered agent in Delaware
Like other states, Delaware requires new LLCs to designate a registered agent as part of the business formation process. A Delaware registered agent’s primary purpose is to receive official correspondence from the Delaware Division of Corporations as well as legal documents on behalf of your business.
A registered agent can be a person or business entity, but they must have a registered physical office address in the state of Delaware — not a P.O. box.
Many business owners think they should serve as the registered agent for their company and use their business’s primary location as the registered office address. However, this approach can lead to unintended consequences, such as a process server showing up with court papers at your business and in front of clients.
Among other things, such as ensuring you remain in good standing with the state, working with a designated registered agent service enables you to keep your primary office outside the state of Delaware. If your headquarters is in another state, you’ll need to work with a third party with a physical Delaware address. Accordingly, many business owners decide to hire an outside registered agent service like ours that can receive paperwork on the LLC’s behalf.
If you’ve already listed yourself as your business’s registered agent and want to start working with a professional service like ours instead, you’ll need to file a Certificate of Amendment with the Delaware Division of Corporations. There’s a fee for this amendment.
Step 3: File a Delaware Certificate of Formation
You’ll need to file your Certificate of Formation online (sometimes referred to as the Articles of Organization in other states) with the Delaware Division of Corporations and pay a filing fee. Alternatively, you can fax or mail your paperwork. Filing official government documents like this can be intimidating and/or complicated for many people, which is why we’re here. With our business formation plans, our professionals handle the filing for you to make sure it’s done correctly the first time.
The Delaware Certificate of Formation requires your business’s name and information regarding your registered agent, and it must be approved by the Delaware Secretary of State.
Required by Delaware law, you only need to file your Certificate of Formation once. However, if you end up making any changes to your business’s name or your registered agent down the road, you’ll need to file a Certificate of Amendment and pay the requisite fee.
If you have us handle filing your Articles of Organization, once the state approves your LLC, your paperwork will be available from your ZenBusiness dashboard, where you can keep it and other important paperwork digitally organized.
Once you get your physical paperwork back from the state approving your new LLC, you’ll want to keep it in a safe location along with your other important documents, such as your operating agreement, member certificates, contracts, compliance checklists, transfer ledger, etc. We offer a customized business kit to help you keep these important documents organized and looking professional.
By now you’re realizing how often you’ll need to supply an address for your new business. That can be unsettling for some business owners, especially those running their business from home. In instances where you’re not required to give the registered agent address or official principal address for your business, a virtual business address can be quite useful.
With our virtual business address service, we supply you with a physical street address where you can have your mail sent without divulging your real address to more people than necessary. We can then send that mail to the address of your choice.
Step 4: Create an operating agreement
Delaware doesn’t require new LLCs to have an operating agreement before doing business. However, we strongly advise that business owners draft and adopt an LLC operating agreement in Delaware, whether you’re operating alone or with other members (owners).
An operating agreement can allow you to:
- Prevent and resolve conflicts between members by clearly indicating the powers and privileges of each member.
- Customize your business’s rules and procedures to serve your LLC’s interests, requirements, and expectations.
- Define your LLC’s management structure
- Further separate your business from your personal assets, providing additional shelter to your savings from legal liability
You may be uncertain as to how to draft an operating agreement for your Delaware LLC. In that case, we offer a customizable template to help get you started.
Step 5: Apply for an EIN
After forming your new LLC officially with the Delaware Division of Corporations, you’ll likely need to register with the federal government and get an Employer Identification Number (EIN), also known as a Federal Tax Identification Number, from the Internal Revenue Service (IRS) for tax purposes. An EIN is like a Social Security number for your business, permitting you to hire employees, apply for a business bank account, and pay taxes.
You can get your Delaware LLC’s EIN through the IRS website, by mail, or by fax, but if you’d just as soon avoid dealing with that particular government agency, we can get it for you. Our EIN service is quick and eliminates the hassle.
Once you’ve secured an EIN, you’ll be able to open a business bank account. Having separate accounts for your business and your personal banking is critical for sorting out your finances at tax time and helps you avoid commingling funds. Commingling funds not only makes your taxes more difficult, but it could also be used against you if someone takes you to court to challenge whether you and your LLC are truly separate entities (i.e., they want to sue you for not just your business assets, but also your personal assets).
We offer a discounted bank account for your new business. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your business to use the account, we have a banking resolution template to simplify the process.
For further help managing your new business’s finances, try the ZenBusiness Money App. It can help you create invoices, receive payments, transfer money, and manage clients all in one place.
Delaware LLC FAQs
What is the processing time to form my Delaware LLC?
According to the Delaware Division of Corporations, regular processing usually takes at least 10 days. However, you can choose a wide range of expedited processing options to get your documents approved in as little as one hour.
Do I need to file my Operating Agreement with the state of Delaware?
No, you do not need to file your LLC’s Operating Agreement with the state of Delaware. However, drafting one has a wealth of benefits, including legitimizing your business, preventing future disagreements, and customizing your LLC’s rules.
What tax structure should I choose for my Delaware LLC?
Most entrepreneurs elect pass-through taxation at the state and federal levels — owners pay state and federal taxes on the income they earn from the business, but the LLC does not pay taxes as an entity. Some LLCs (particularly those with very high earnings) may choose to file taxes as corporations. This option has some distinct tax advantages, which you can learn more about here. We suggest working with a professional who can explain the benefits and drawbacks of each tax regime.
Does Delaware allow a Series LLC?
Yes. Delaware permits the Series LLC structure, in which several separate LLCs operate under one overarching “umbrella” LLC entity. Individual LLCs (sometimes called “cells”) may have different members, assets, and liabilities.
Which licenses and insurance are required for an LLC in Delaware?
If your LLC does business in Delaware, it is required to get a Delaware Business License. You can do this online (you’ll need to create an account) or by mail. Depending on your location, you may need a separate business license from your town, city, or county.
Aside from general business licenses, there are many other licenses and permits your business may need. These can be at the federal, state, and local levels and can be industry-specific, so you’ll need to do some research.
This list of Delaware-regulated industries can help you determine whether you’ll need any special permissions before starting operations. Plus, if you have employees or collect taxes, you’ll have to register with the Delaware Division of Revenue. Businesses must also report new hires to Delaware’s State Directory of New Hire Reporting.
We recommend working with someone like ZenBusiness to ensure you have all the business licenses, permits, and insurance your LLC requires to remain in good standing.
How do I dissolve my Delaware LLC?
If you decide to dissolve your business, you’ll need to file a Certificate of Dissolution with the Delaware Division of Corporations. The fee to file the Certificate is $204.00 plus, if the document is more than 1 page, an additional $9.00 per page. Plus, you’ll need to pay off any business debts, sell off assets, and distribute any remaining profits or losses between the members. A well-drafted Operating Agreement should describe the dissolution procedure in detail.