Form Delaware LLC- Limited Liability Company
Delaware LLC Formation
According to Delaware's Division of Corporations website: "The State of Delaware is a leading domicile for U.S. and international business entities." Delaware claims this, in part, because state law limits the fiduciary obligations of the managers of an LLC more than other states and also allows LLCs to indemnify managers in the event of a breach of those duties-two factors that make forming an LLC in Delaware an attractive option for Delaware residents and outsiders alike. (A business does not need to be physically located in the state in order to operate there, as long as they have a registered agent within the state.)
Steps to forming a Delaware Limited Liability Company
Before submitting Articles of Organization-the formation documents of any LLC-to the Secretary of State's Division of Corporations, you should do a preliminary name search to determine the availability of that name in Delaware. If you'd like, Click and Inc can perform that name search for you.
After you've determined that your name is available, you have the option of reserving that name. The state will reserve the name for you for up to 120 days for a fee of $75.
After you've determined name availability, the next step is to draft and file your Articles of Organization. The following information, at minimum, must be included:
- 1. The name of your LLC: This name must be distinguishable from other LLC and corporate names already on file in Delaware. If your name is determined to be too close to an existing entity's name, your filing will be rejected and you'll need to select another name. (If you've already reserved the name, you will not run into this problem.)
- 2. Registered Agent: The name and address of the person designated to accept correspondence and service of process will be listed in the Articles. This person must have a physical address in the state (not just a PO Box).
- 3. Duration: You will need to indicate in your Articles of Organization whether your LLC will be of perpetual duration, or whether it will be terminated on a specific date. Most LLCs have a perpetual duration.
- 4. Organizer: The person who executed the articles will sign as the Organizer.
You can add additional clauses to your Articles of Organization, if you wish.
If any of the above information about your business changes, you will need to file Articles of Amendment to reflect those changes. It is very important that your registration remains current.
Delaware LLC Formation
In lieu of an Annual Report (not required for LLCs), your LLC must pay annual taxes to the state by June 1st of every year. The amount for this is $250.