How To Legally Register A Delaware LLC?
LLCs in Delaware have to be registered with the Delaware Division of Corporations. Here are the steps to register an LLC in Delaware:
- Finalizing the name of the LLC. It is pertinent to choose a unique name. Also, the name of the LLC should end with an ‘LLC’ or ‘Limited Liability Corporation.’ The use of certain words like a bank is not allowed. The name can include words like company, association, foundation, institute, society, syndicate, union, trust, etc. are permitted. The Delaware Division of Corporation has a search tool that can be used for name availability search. DBA or ‘doing business as’ option is also allowed, especially if you wish to operate the LLC with a fictitious name or if the company’s legal name is different from the one being registered in Delaware.
- Appoint a registered agent, a person, or a business entity authorized to receive legal and official documents on behalf of the LLC. The agent mandatorily needs to be a resident of Delaware. If your business has a local address, it can be its registered agent. Similarly, a manager or a member of your business who is a resident of Delaware can also act as the LLC’s registered agent.
- Getting the business license in Delaware. One crucial step when you register a Delaware corporation is getting the business incense. This is one condition that is very strictly applicable in Delaware. Whether your business operates in Delaware or outside, if it is registered or is in the process of registering in Delaware, it should have a license to operate. The process can be completed online. The benefit is that you will receive a temporary license immediately with a validity of sixty days. The usual time to get a permanent license in Delaware is ten days.
- The Certificate of formation needs to be filed. The next thing to do is file for the official Certificate of Formation. The minimum information required for the Certificate of Formation is – the name of the LLC, the registered agent’s name and address, the cover page, the name of the organizer, and his signature. This process too can be done online at the website of the Division of Corporation. It takes about three to four days for the Certificate to arrive.
An important point to understand – foreign LLCs have a different rule to follow in this step. While Domestic LLCs operate and organize as per the laws of Delaware, foreign LLCs are those that need to comply with the laws of other states of the US. When such entities wish to do business in Delaware, they need to register the LLC in Delaware. However, in Step four, they need to file for the Certificate of registration of a foreign limited liability company. Such entities are allowed to file for the Certificate online or by email, but they need to submit the proof of the existence of their business in the home state and file the fee of $200.
- Creating the LLC Operating Agreement After receiving the Certificate, you need to fulfill a few other obligations to complete the process. In Delaware, you need to adopt an operating agreement. Though the law mentions no exact time for the formation of the Operating Agreement, it should be typically done after the Certificate of Agreement has been filed. Some of the things that the Agreement should contain include the purpose of the LLC, products or services, the name, address, and contribution of each member, the ownership rights of each member, voting procedure, dissolution process, etc. The Agreement, however, is not required to be filed with the state.
- Apply for EIN, fulfill tax obligations pertaining to federal taxes, state taxes, etc. You also need to meet the employer obligations if you have hired employees.