How to Establish an LLC in Delaware
Business owners may choose to establish an LLC in Delaware due to the favorable tax treatment for companies based out of state, and for other reasons, according to Companies Incorporated. Establishing an LLC in Delaware occurs when the company's organizers file formation documents with the Delaware Department of State. Once the state approves the company's formation documents, the Delaware LLC takes on a separate identity from its members and managers who formed the business.
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Instructions
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Search name availability using the Delaware Department of State website. Do not use a name for the Delaware LLC that is too similar to a business appearing in the Delaware Department of State database. Select a business name distinguishable from other entities conducting business in Delaware. Failure to use a distinctive business name will bring rejection of your formation documents.
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Research the filing options. The Delaware Department of State will accept a certificate of formation by mail, by fax, electronically via the Delaware Department of State website or in person. Obtain a certificate of formation from the Delaware Department of State website, or call 302-739-3073 to have a representative send you the certificate of formation. If feasible, pick it up personally from the John G. Townsend Bldg., 401 Federal St., Suite 4, in Dover.
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Complete the certificate of formation. Explain the purpose for forming the business, and state the name and address of each organizer who is filing the certificate of formation with the Delaware Department of State. Provide the date when the company will dissolve or indicate that the Delaware LLC will have an indefinite life. List the name and physical address of the company's registered agent. Delaware LLCs must select an adult or a business authorized to conduct transactions in Delaware as the company's registered agent. The registered agent's address indicates where the company's tax, lawsuit and other official business documents will be delivered.
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Submit the completed certificate of formation electronically to the Delaware Department of State. Print a fax cover sheet from the Delaware Department of State website, if you decide to file via fax. Fill out the cover sheet with the name of the entity, a contact name, phone number and address. Fax it with the certificate of formation to the Delaware Department of State at 302-739-3812. Mail or deliver the certificate of formation personally to the Delaware Department of State's office. Business hours are Monday thru Friday, from 8 a.m. to 4:30 p.m., EST. As of 2010, a filing fee of $89 was required with the certificate of formation.
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Compose governing laws and rules. The state of Delaware does not impose specific criteria nor requirements regarding the content of an LLC's operating agreement. This allows the company's members to include whatever legal provisions they deem necessary to run the business. Provide regulations and policies such as how new members are accepted into the company and procedures for dividing company profits and losses among the members of the business. There is no filing requirement for a Delaware LLC's operating agreement. Keep the operating agreement on file with all the company's other important business documents.
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