Should i llc in delaware

It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC. Here are the steps you need to take to form an LLC in Delaware. Your LLC's name must not be deceptively similiar to the names of other business entities already on file with the Delaware Secretary of State.

Names may be checked for availability by searching the Department of State: Division of Corporations business name database. Reservations are made online on the Delaware Division of Corporations website , you may also print out the Application for Reservation of Limited Liability Company Name and file by postal mail.

Every Delaware LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC's behalf if it is sued.

If the LLC is physically located in Delaware, it may act as its own registered agent. A registered agent may be either an individual resident or business entity that is authorized to do business in Delaware. The registered agent must have a physical street address in Delaware.

Before filing the Certificate of Formation, you must first check the prospective business name with the Delaware Secretary of State for conflicts, which can be done online at Incnow. If, at a later date, you want to change your LLC name , you can do so through an Amendment to the Certificate of Formation. You can form an LLC in Delaware without visiting, opening an office, or maintaining a bank account in Delaware; however, the Delaware LLC Act requires any company incorporated in Delaware to have a Delaware Registered Agent with an in-state street address.

Agents and Corporations, Inc. IncNow will act as Registered Agent for companies incorporating in Delaware for a small annual fee. After formation, the Registered Agent receives State of Delaware notices and is required to be generally available during business hours to accept and forward court notices to you service of process.

IncNow is family operated by Delaware attorneys who specialize in corporate law. Your name and address are not listed on public filings unless requested by you. Other states refer to this document as Articles of Organization, but Delaware does not use that term. Many optional provisions could also be included in the Certificate of Formation. With our complete package, we draft an Operating Agreement to set forth the ownership and management structure and procedures. Delaware requires that LLCs have an Operating Agreement that will govern it; however, Delaware does not require that the Operating Agreement be filed with the state, or even be in writing.

It is recommended that you have a written, signed agreement. Even in a single-member Delaware LLC, the Operating Agreement is important because it provides a decision-making structure that will benefit the LLC when dealing with other entities, increase protection, and increase credibility for financial transactions.

The Operating Agreement will include provisions such as liability, ownership, dissolution, and transfer of interest, among others. Many incorporation services use boilerplate agreements without provisions to prevent common problems. LLCs can be formed in every state in the nation, yet many entrepreneurs decide to form an LLC in Delaware, even though they never intend to operate there. In this article, we explain eight benefits to forming a Delaware LLC.

Delaware is home to some of the most business-friendly laws in the country. These statutes are regularly updated in consultation with practicing corporate lawyers to ensure that Delaware is at the forefront of business-law developments. Did you know? One of our founders, Josiah Marvel, was a prominent Delaware lawyer at the turn of the 20th century. Cases before this court are decided by judges specializing in this area of law, not juries. It should come as no surprise, then, that the case law on that subject is well-developed in the state.

This enables Delaware corporations and other entities to better plan for the future. One of the most appealing advantages of a properly formed LLC is the liability protection it offers business owners. The available options are:. What about Delaware state tax? It offers three big advantages for out-of-state businesses organized as Delaware LLCs:.

Whatever they choose, Delaware law offers them flexibility in defining the powers and duties of their management team. If your name is available, you have the option to reserve the name online for up to days. You also can fax or mail a name reservation form to the Division of Corporations. You can mail the form to the applicable Superior Court or deliver the form in person.

This individual will be the first to notify you if your business is sued or receives a legal or tax notice from the government.

In Delaware, your registered agent must be a resident of the state. If your business is physically located in the state, it can act as its own registered agent which is not allowed in most states. Additionally, a member or manager of your LLC could serve as the registered agent, as can any other individual resident or business entity authorized to do business in Delaware.

Again, the only restriction is that your registered agent must have a physical street address in Delaware. This being said, the Division of Corporations provides a list of registered agents on its website , but you might instead opt to use a third-party registered agent service, such as Incfile. If you do form your LLC on Incfile, one year of free registered agent service will be included. Permanent licenses are typically sent within 10 days.

Moreover, on top of the state business license, some Delaware cities and counties require you to get a license. You can contact your local government agency to find out if you need additional licenses to operate your LLC.

This being said, at the state level, members of certain regulated professions must also obtain a license from the Delaware Division of Professional Regulations. Businesses comprised of licensed professionals may choose to form a professional corporation or a regular LLC.

Unlike other states, Delaware does not recognize professional LLCs. All you have to include is:. Name and signature of the organizer who is filling out the form should be someone affiliated with the business.

The LLC certificate of formation can be faxed or mailed to the Division of Corporations — you also can use the online Document Upload service to submit the completed form electronically. This being said, the state of Delaware is accustomed to handling a large volume of corporate and LLC filings, so it generally only takes a maximum of three to four business days to process your certificate of formation. After approving your filing, the state will send you a stamped copy of your certificate of formation.

You should also receive a business identification number that you will use on other state paperwork to identify your LLC. Whereas domestic LLCs, those that are organized under the laws of Delaware, must fill out the certificate of formation mentioned above, foreign LLCs — those that are formed under the laws of another state but want to do business in Delaware — must fill out a certificate of registration of a foreign limited liability company.